Common use of Disclosure and Duty of Inquiry Clause in Contracts

Disclosure and Duty of Inquiry. Sellers have filed all tax returns required to be filed (except for returns that have been properly extended) and have paid all taxes shown as owing (other than taxes currently being contested in good faith by appropriate proceedings, for which amounts have been reserved in accordance with generally accepted accounting principles ("GAAP")). No tax returns are currently the subject of audit and there has been no extension of time for assessment of taxes or waiver of the statute of limitations with respect to taxes. Neither Seller is party to any tax sharing or allocation agreement and neither has ever been a member of an affiliated group filing a consolidated federal income tax return. The Buyer is not nor will it be required to undertake any independent investigation to determine the truth, accuracy and completeness of the representations and warranties made by the Seller pursuant to this Article 5.

Disclosure and Duty of Inquiry. Sellers have filed all tax returns required to be filed (except for returns that have been properly extended) and have paid all taxes shown as owing (other than taxes currently being contested in good faith by appropriate proceedings, for which amounts have been reserved in accordance with generally accepted accounting principles ("GAAP")). No tax returns are currently the subject of audit and there has been no extension of time for assessment of taxes or waiver of the statute of limitations with respect to taxes. Neither Seller is party to any tax sharing or allocation agreement and neither has ever been a member of an affiliated group filing a consolidated federal income tax return. The Buyer is not nor will it be required to undertake any independent investigation to determine the truth, accuracy and completeness of the representations and warranties made by the Seller pursuant to this Article 5. 6.