Common use of Delivery of Tax Returns and Information Regarding Audits and Potential Audits Clause in Contracts

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller has delivered or made available to Buyer copies of, and Part 3.14(b) contains a complete and accurate list of, all Tax Returns filed since December 31, 1999. The federal and state income or franchise Tax Returns of Seller have been audited by the IRS or relevant state tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31, 1999. Part 3.14(b) contains a complete and accurate list of all Tax Returns of Seller that have been audited or are currently under audit and accurately describe any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Seller, no undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(b). Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller has delivered, or made available to Buyer, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part 3.14(b), Seller has no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: (i) claimed or raised by any Governmental Body in writing or (ii) as to which Seller has Knowledge. Part 3.14(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part 3.14(b), Seller has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller or for which Seller may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller has delivered or made available to Buyer copies of, and Part Schedule 3.14(b) contains a complete and accurate list of, all Tax Returns filed since December 31, 19992006. The federal and state income or franchise Tax Returns of Seller have been audited by the IRS or relevant state tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31, 1999. Part Schedule 3.14(b) contains a complete and accurate list of all Tax Returns of Seller that have been audited or are currently under audit and accurately describe any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Seller, no undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(b). Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller has delivered, or made available to Buyer, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part 3.14(b), Seller has no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: (i) claimed or raised by any Governmental Body in writing or (ii) as to which Seller has Knowledge. Part 3.14(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part Schedule 3.14(b), Seller has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller or for which Seller may be liable. Seller has delivered, or made available to Buyer, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Schedule 3.14(b), Seller has no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller either (i) claimed or raised by any Governmental Body in writing or (ii) as to which Seller has Knowledge. Schedule 3.14(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Each Seller and each Foreign Subsidiary has delivered or made available to Buyer copies of, and Part 3.14(b) contains a complete and accurate list of, all Tax Returns filed since December 31January 1, 19992010. The federal and foreign, federal, state or local income or franchise Tax Returns of each Seller and each Foreign Subsidiary have been audited by the IRS or relevant state or foreign tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31, 19992006. Part 3.14(b) contains a complete and accurate list of all Tax Returns of each Seller and each Foreign Subsidiary that have been audited or are currently under audit and accurately describe any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of SellerSellers and Foreign Subsidiaries, no undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(b). Each Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller each Foreign Subsidiary has delivered, or made available to Buyer, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part 3.14(b), no Seller nor any Foreign Subsidiary has no any Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of any Seller in or any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: Foreign Subsidiary either (i) claimed or raised by any Governmental Body in writing or (ii) as to which any Seller or any Foreign Subsidiary has KnowledgeKnowledge except as provided in Part 3.14(d)(iv). Part 3.14(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part 3.14(b), no Seller or any Foreign Subsidiary has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of any Seller or any Foreign Subsidiary or for which such Seller may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller has delivered or made available to Buyer copies of, and Part 3.14(b) contains a complete and accurate list of, of all Tax Returns filed since December 31January 1, 1999. The federal and state income or franchise Tax Returns of Seller have been audited by the IRS or relevant state tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31, 19992004. Part 3.14(b3.11(b) contains a complete and accurate list of all Tax Returns of Seller that have been audited or are currently under audit and accurately describe any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Seller, no undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled settled, or are being contested in good faith by appropriate proceedings as described in Part 3.14(b). Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b3.11(b). Seller has delivered, or made available to Buyer, copies of any examination reports, statements or deficiencies deficiencies, or similar items with respect to such audits. Except as provided in Part 3.14(b3.11(b), Seller has no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: either (i) claimed or raised by any Governmental Body in writing or (ii) as to which Seller has Knowledge. Part 3.14(b3.11(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part 3.14(b3.11(b), Seller has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller or for which Seller may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller has delivered or made available to Buyer The Mitek Data Room contains copies of, and Part 3.14(b) contains a complete and accurate list of, of all Tax Returns filed since December 31January 1, 19992003. The federal and state income or franchise Tax Returns of Seller Mitek have been audited by the IRS or relevant state tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31January 1, 19992003. Part 3.14(b) The Mitek Data Room contains a complete and accurate list of all Tax Returns of Seller Mitek that have been audited or are currently under audit and accurately describe describes any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Seller, no No undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(b5.13(b). Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller has delivered, or made available to Buyer, The Mitek Data Room contains copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part 3.14(b5.13(b), Seller has to the Knowledge of Mitek, no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: (i) Mitek claimed or raised by any Governmental Body in writing or (ii) as to which Seller has Knowledgewriting. Part 3.14(b) The Mitek Data Room contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part 3.14(b5.13(b), Seller Mitek has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller Mitek or for which Seller Mitek may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller has The Company and the Stockholders have delivered or made available to Buyer Covenant copies of, and Part 3.14(bSchedule 2.14(b) of the Stockholder Disclosure Schedule contains a complete and accurate list of, all federal and state income Tax Returns filed since December 31January 1, 19992001. The federal and state income or franchise Tax Returns Schedule 2.14(b) of Seller have been audited by the IRS or relevant state tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31, 1999. Part 3.14(b) Stockholder Disclosure Schedule contains a complete and accurate list of all Tax Returns of Seller the Company that have been audited or are currently under audit and accurately describe describes any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of SellerCompany’s Knowledge, no undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(b)Schedule 2.14(b) of the Stockholder Disclosure Schedule. Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason The Stockholders have delivered to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller has delivered, or made available to Buyer, Covenant copies of any examination reports, statements or deficiencies deficiencies, or similar items with respect to such audits. Except as provided in Part 3.14(b)Schedule 2.14(b) of the Stockholder Disclosure Schedule, Seller neither the Company nor the Stockholders has received written notice from any Governmental Body alleging any amount of Taxes due or otherwise contesting or investigating any Taxes or Tax Returns that may be due from the Company, and the Stockholders have no Knowledge that any Governmental Body is likely to assess any additional taxes Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: (i) claimed or raised by any Governmental Body in writing or (ii) as to which Seller has Knowledge. Part 3.14(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part 3.14(b)Schedule 2.14(b) of the Stockholder Disclosure Schedule, Seller the Company has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller the Company or for which Seller the Company may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller has delivered or made available to FindWhat and Buyer copies of, and Part 3.14(b) contains a complete and accurate list of, all Tax Returns filed since December 31, 19992001. The federal and state income or franchise Tax Returns of Seller have been audited by the IRS or relevant state tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31, 19992000 in the case of Federal Tax Returns and through December 31, 1999 in the case of New Jersey Tax Returns. Part 3.14(b) contains a complete and accurate list of all Tax Returns of Seller that have been audited or are currently under audit and accurately describe any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Seller, no undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(b). Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller has delivered, or made available to FindWhat and Buyer, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part 3.14(b), Seller has no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: either (i) claimed or raised by any Governmental Body in writing or (ii) as to which Seller has Knowledge. Part 3.14(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part 3.14(b), Seller has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller or for which Seller may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller has Company and Suzhou have delivered or made available to Buyer copies of, and Part Schedule 3.14(b) contains a complete and accurate list of, all Tax Returns filed since December 31January 1, 1999. The federal and state income or franchise or other applicable Tax Returns of Seller Company and Suzhou have been audited audited, respectively by the IRS or relevant state and foreign tax authorities or are closed by the applicable statute of limitations for all the taxable years through December 31, 1999set forth on Schedule 3.14(b). Part Schedule 3.14(b) contains a complete and accurate list of all Tax Returns of Seller Company or Suzhou that have been audited or are currently under audit and accurately describe any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Sellereach Seller Party, no undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part Schedule 3.14(b). Seller has received no notice of any threatened or pending audit (written or otherwise) Company and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller has Suzhou have delivered, or EXECUTION VERSION made available to Buyer, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part Schedule 3.14(b), no Seller Party has no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: Company or Suzhou either (i) claimed or raised by any Governmental Body in writing or (ii) as to which any Seller Party has Knowledge. Part Schedule 3.14(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part Schedule 3.14(b), Seller neither Company nor Suzhou has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller Company or Suzhou or for which Seller Company or Suzhou may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller has delivered or made available to Buyer copies of, and Part Schedule 3.14(b) contains a complete and accurate list of, all Tax Returns of Seller and each Seller Subsidiary filed since December 31, 19992004. The federal federal, state and state local income or franchise Tax Returns of Seller and each Seller Subsidiary have been audited by the IRS or relevant state or local tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31, 19992003. Part Schedule 3.14(b) contains a complete and accurate list of all Tax Returns of Seller and each Seller Subsidiary that have been audited or are currently under audit and accurately describe any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Seller, no undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(b). Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part Schedule 3.14(b). Seller has delivered, or made available to Buyer, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part Schedule 3.14(b), Seller has no Knowledge that any Governmental Body is likely to assess any additional taxes Taxes against Seller or any Seller Subsidiary for any period for which Tax Returns have been filedfiled by Seller or any Seller Subsidiary. There is no dispute or claim concerning any Taxes of Seller in or any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: Subsidiary either (i) claimed or raised by any Governmental Body in writing or (ii) as to which Seller has Knowledge. Part 3.14(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part Schedule 3.14(b), Seller has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller or for which Seller may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. The Seller has delivered or made available to Buyer Data Room contains copies of, and Part 3.14(b) contains a complete and accurate list of, of all of Seller’s Tax Returns filed since December 31January 1, 19992003. The federal and state income or franchise Tax Returns of Seller have been audited by the IRS or relevant state tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31January 1, 19992003. Part 3.14(b) The Seller Data Room contains a complete and accurate list of all Tax Returns of Seller that have been audited after January 1, 2003 or are currently under audit and accurately describe describes any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Seller, no No undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(b3.13(b). The Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller has delivered, or made available to Buyer, Data Room contains copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part 3.14(b3.13(b), Seller has to the Knowledge of Seller, no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: (i) claimed or raised by any Governmental Body in writing or (ii) as to which writing. Seller has Knowledge. Part 3.14(b) contains a list of all Tax Returns for which not extended the applicable statute of limitations has not runon any Tax Return. Except as described in Part 3.14(b3.13(b), Seller has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller or for which Seller may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller The Purchaser has delivered or made available to Buyer the Company and Sellers copies of, and Part 3.14(b) contains a complete and accurate list of, of all Tax Returns filed since December 31, 19992008. The federal and state income or franchise Tax Returns of Seller the Purchaser have been audited by the IRS or relevant state tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31, 19992008. Part 3.14(bSchedule 5.08(b) contains a complete and accurate list of all Tax Returns of Seller the Purchaser that have been audited or are currently under audit and accurately describe any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Sellerthe Purchaser, no undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(bon Schedule 5.08(b). Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller The Purchaser has delivered, or made available to Buyerthe Company and Sellers, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part 3.14(b), Seller The Purchaser has no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: Purchaser either (i) claimed or raised by any Governmental Body in writing or (ii) as to which Seller the Purchaser has Knowledge. Part 3.14(bSchedule 5.08(b) contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part 3.14(b), Seller The Purchaser has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller the Purchaser or for which Seller the Purchaser may be liable.

Delivery of Tax Returns and Information Regarding Audits and Potential Audits. Seller has delivered or made available to The Buyer Data Room contains copies of, and Part 3.14(b) contains a complete and accurate list of, of all Tax Returns filed since December 31January 1, 19992003. The federal and state income or franchise Tax Returns of Seller Buyer have been audited by the IRS or relevant state tax authorities or are closed by the applicable statute of limitations for all taxable years through December 31January 1, 19992003. Part 3.14(b) The Buyer Data Room contains a complete and accurate list of all Tax Returns of Seller Buyer that have been audited or are currently under audit and accurately describe describes any deficiencies or other amounts that were paid or are currently being contested. To the Knowledge of Seller, no No undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described in Part 3.14(b5.13(b). Seller has received no notice of any threatened or pending audit (written or otherwise) and seller has no reason to believe that any audit or threat of an audit is forthcoming in the future, other than those specifically as described in Part 3.14(b). Seller has delivered, or made available to Buyer, The Buyer Data Room contains copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided in Part 3.14(b5.13(b), Seller has to the Knowledge of Buyer, no Knowledge that any Governmental Body is likely to assess any additional taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller in any jurisdiction, including any jurisdiction in which the Seller does not file Tax Returns but where it is subject to taxation, either: (i) Buyer claimed or raised by any Governmental Body in writing or (ii) as to which Seller has Knowledgewriting. Part 3.14(b) The Buyer Data Room contains a list of all Tax Returns for which the applicable statute of limitations has not run. Except as described in Part 3.14(b5.13(b), Seller Buyer has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller Buyer or for which Seller Buyer may be liable.