Common use of Filing of Tax Returns and Payment of Taxes Clause in Contracts

Filing of Tax Returns and Payment of Taxes. Parent has timely filed all Tax Returns (as hereinafter defined) required to be filed by it as of the date hereof, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, accurate and complete in all respects. All Taxes (as hereinafter defined) that have become due and payable by Parent have been timely paid, and Parent will not be liable for any additional Taxes in respect of any taxable period or any portion thereof ending on or before the date of this Agreement in an amount that exceeds the corresponding reserve therefor separately identified in the Parent Disclosure Schedule, if any, as reflected in the accounting records of Parent, and any Taxes of Parent arising after such date will be incurred in the ordinary course of Parent's business. Parent has made available to the Company true, correct and complete copies of all Tax Returns with respect to income taxes filed by or with respect to it with respect to taxable periods ended on or after March 31, 1999, and has delivered or made available to the Company all relevant documents and information with respect thereto, including without limitation work papers, records, examination reports, and statements of deficiencies assessed against or agreed to by Parent.

Filing of Tax Returns and Payment of Taxes. Parent The Company has timely filed all Tax Returns (as hereinafter defined) required to be filed by it as of the date hereofit, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, accurate and complete in all respects. All Taxes (as hereinafter defined) that have become due and payable by Parent the Company have been timely paid, and Parent the Company will not be liable for any additional Taxes in respect of any taxable period or any portion thereof ending on or before the date of this Agreement in an amount that exceeds the corresponding reserve therefor separately identified in the Parent Company Disclosure Schedule, if any, as reflected in the accounting records of Parentthe Company, and any Taxes of Parent the Company arising after such date will be incurred in the ordinary course of Parentthe Company's business. Parent The Company has made available to the Company Parent true, correct and complete copies of all Tax Returns with respect to income taxes filed by or with respect to it with respect to taxable periods ended on or after March December 31, 19992000, and has delivered or made available to the Company Parent all relevant documents and information with respect thereto, including without limitation work papers, records, examination reports, and statements of deficiencies assessed against or agreed to by Parentthe Company.

Filing of Tax Returns and Payment of Taxes. Parent The Company has timely filed all Tax Returns (as hereinafter defined) required to be filed by it as of the date hereofit, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, accurate and complete in all respects. All Taxes (as hereinafter defined) that have become due and payable by Parent the Company have been timely paid, and Parent the Company is not and will not be liable for any additional Taxes in respect of any taxable Taxable period or any portion thereof ending on or before the date of this Agreement Most Recent Balance Sheet Date in an amount that exceeds the corresponding reserve therefor separately identified in the Parent Disclosure ScheduleSchedule 3.8(b), if any, as reflected in the accounting records of ParentMost Recent Financial Statements, and any Taxes of Parent the Company arising after such date and at or before the Closing have been or will be incurred in the ordinary course of Parent's the Company’s business. Parent The Company has made available delivered to the Company Buyer true, correct and complete copies of all Tax Returns with respect to income taxes filed by or with respect to it with respect to taxable Taxable periods ended on or after March December 31, 19992001 (the “Delivered Tax Returns”), and has delivered or made available to the Company Buyer all relevant documents and information with respect thereto, including without limitation work papers, records, examination reports, and statements of deficiencies proposed, assessed against or agreed to by Parentthe Company.

Filing of Tax Returns and Payment of Taxes. Parent The Company has timely filed all Tax Returns (as hereinafter defined) required to be filed by it as of the date hereofit, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, accurate and complete in all respects. All Taxes (as hereinafter defined) that have become due and payable by Parent the Company have been timely paid, and Parent the Company will not be liable for any additional Taxes in respect of any taxable period or any portion thereof ending on or before the date of this Agreement in an amount that exceeds the corresponding reserve therefor separately identified in the Parent Company Disclosure Schedule, if any, as reflected in the accounting records of Parentthe Company, and any Taxes of Parent the Company arising after such date will be incurred in the ordinary course of Parentthe Company's business. Parent The Company has made available to the Company Parent true, correct and complete copies of all Tax Returns with respect to income taxes filed by or with respect to it with respect to taxable periods ended on or after March December 31, 19991998, and has delivered or made available to the Company Parent all relevant documents and information with respect thereto, including without limitation work papers, records, examination reports, and statements of deficiencies assessed against or agreed to by Parentthe Company.

Filing of Tax Returns and Payment of Taxes. Parent Except as set forth on Schedule 4.14(a), the Company has timely filed all income Tax Returns, sales Tax Returns (as hereinafter defined) and all other material Tax Returns required to be filed by it as (taking into account any extension of time to file granted to or obtained on behalf of the date hereof, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, accurate and complete in all respectsCompany). All material Taxes (as hereinafter defined) that have become due and payable by Parent the Company, whether or not shown as due on a Tax Return, have been timely paid, and Parent the Company will not be liable for any additional Taxes in respect of any taxable period or any portion thereof ending on or before the date of this Agreement Closing Date in an amount that exceeds the corresponding reserve therefor separately identified in the Parent Disclosure Schedulefor unpaid Taxes, if any, as reflected in the accounting records unaudited balance sheet of Parentthe Company as of March 31, 2009, as adjusted for any Tax accruals and any Taxes of Parent arising after such date will be incurred Tax payments in the ordinary course of Parent's businessbusiness between March 31, 2009 and the Closing Date. The Company has delivered to Parent has made available to the Company true, correct accurate and complete copies of all Tax Returns with respect to income taxes Return filed by or with respect to it with respect to taxable periods ended on or after March December 31, 19992005, and has delivered or made available to the Company Parent accurate and complete copies of all relevant documents and information examination reports with respect thereto, including without limitation work papers, records, examination reports, thereto and all statements of deficiencies assessed against or agreed to by Parentthe Company with respect thereto.