Common use of General Tax Matters Clause in Contracts

General Tax Matters. Except as set forth in Schedule 4.19.3 ------------------- --------------- (which sets forth the open taxable periods of the Company and Metroquip for sales, payroll, personal property, and federal and state income taxes), with respect to each taxable period for the Company or Metroquip ending on or prior to the date hereof or as of the Effective Date (or as of such other date as set forth below), (i) either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and each taxable period is not subject to review by a relevant taxing authority; (ii) no deficiency or proposed adjustment that has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company or Metroquip; (iii) neither the Company nor Metroquip has consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Company or Metroquip has not requested or been granted an extension of the time for filing any Tax Return; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending, or to the knowledge of Seller or the Company, threatened against or with respect to the Company or Metroquip regarding Taxes; (vi) neither the Company nor Metroquip has made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provision of state, local or foreign law) apply to any disposition of subsection (f) assets (as defined in Section 341(f)(4) of the Code) owned by the Company or Metroquip; (vii) there are no liens, pledges, charges, claims, security interests, or other encumbrances on the assets of the Company or Metroquip relating or attributable to Taxes (other than liens for sales and payroll Taxes not yet due and payable) and the Company, Metroquip and the Seller have no knowledge of any reasonable basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any lien, pledge, charge, claim, security interest, or other encumbrance on the assets of the Company or Metroquip; (viii) neither the Company nor Metroquip will be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Effective Date, to include any adjustment under Section 481 of the Code (or any corresponding provision of state, local, or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Date or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local, or foreign law) to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Effective Date; (ix) neither the Company nor Metroquip has been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated, or unitary income Tax Return; (x) neither the Company nor Metroquip is a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual or other obligation to indemnify any other Person with respect to any Tax or pay the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provisions of state, local, or foreign law) as a transferee or successor, by contract or otherwise; (xi) no claim has ever been made by a taxing authority in a jurisdiction where the Company or Metroquip does not file Tax Returns that the Company or Metroquip is or may be subject to Taxes assessed by such jurisdiction; (xii) the Company does not have a permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xiii) neither the Company nor Metroquip has been a "U.S. real property holding corporation" (within the meaning of Code Section 897(c)(2)) during the applicable period specified in Code Section 897(c)(1)(A)(ii); (xiv) the Company and Metroquip have disclosed on each Tax Return filed by them all positions taken thereon that could give rise to a substantial understatement of penalty of federal income Taxes within the meaning of Code Section 6662; (xv) neither the Company nor Metroquip acquired in a qualified stock purchase under Code Section 338(d)(3) and no elections under Code Section 338(g), protective carryover basis elections, or offset prohibition elections are applicable to the Company or Metroquip; (xvi) neither the Company nor Metroquip has made any payments, is not obligated to make any payments, and is not a party to any agreement that under any circumstances could obligate it to make any payments in the nature of compensation, that will not be deductible under Code Sections 280G or 162; (xvii) no sales or use tax will be payable by the Company or Metroquip as a result of the transactions contemplated by this Agreement, and there will be no non-recurring intangible tax, documentary stamp tax, or other excise tax (or comparable tax imposed by an governmental entity) as a result of the transactions contemplated by this Agreement; (xviii) Buyer will not be required to deduct and withhold any amount with respect to Taxes upon consummation of the transactions contemplated by this Agreement; (xix) none of the Company's or Metroquip's assets is property required to be treated as being owned by any other Person under the "safe harbor lease" provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or (B) has been financed with or directly or indirectly secures any bond or debt the interest of which is tax-exempt under Section 103(a) of the Code; (xx) the Company and Metroquip has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to an employee, independent contractor, shareholder, or other third party; (xxi) no income under any arrangement or understanding to which the Company or Metroquip is a party will be attributed to the Company or Metroquip which is not represented by income to which the Company or Metroquip is legally entitled; and (xxii) the Company owns no interest in any "controlled foreign corporation" (within the meaning of Code Section 957), "passive foreign investment company" (within the meaning of Code Section 1296) or other entity the income of which is required to be included in the income of the Company or Metroquip whether or not distributed

General Tax Matters. Except as set forth in Schedule 4.19.3 ------------------- --------------- (which sets forth the open taxable periods of the Company and Metroquip for sales, payroll, personal property, and federal and state income taxes), with With respect to each taxable period for of the Company or Metroquip ending on or prior to before the date hereof of the Closing (assuming for such purpose that the date of the Closing was the last day of any applicable taxable period of the Company), or as of the Effective Date (date hereof and as of the date of the Closing or as of such other date as set forth below), (iA) either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and each taxable period is not subject to review by a relevant taxing authority[intentionally omitted]; (iiB) no deficiency or proposed adjustment that has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company or MetroquipCompany; (iiiC) neither the Company nor Metroquip has not consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (ivD) the Company or Metroquip has not requested or been granted an extension of the time for filing any Tax Return; (vE) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending, or to the knowledge of Seller or the Company, threatened against or with respect to the Company or Metroquip regarding Taxes; (viF) neither the Company nor Metroquip has not made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provision of state, local or foreign law) apply to any disposition of subsection (f) assets (as defined in Section 341(f)(4) of the CodeCode or any corresponding provision of state, local or foreign law) owned by the Company or MetroquipCompany; (viiG) there are no liens, pledges, charges, claims, security interests, or other encumbrances on the assets of the Company or Metroquip relating or attributable to Taxes (other than liens for sales and payroll Taxes not yet due and payable) and the Company, Metroquip Company and the Seller Shareholders have no knowledge of any reasonable basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any lien, pledge, charge, claim, security interest, or other encumbrance on the assets of the Company or MetroquipCompany; (viiiH) neither the Company nor Metroquip will not be required (A1) as a result of a change in method of accounting for a taxable period ending on or prior to the Effective Datedate of the Closing, to include any adjustment under Section 481 of the Code (or any corresponding provision of state, local, or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Date date of the Closing or (B2) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local, or foreign law) to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Effective Datedate of the Closing; (ixI) neither the Company nor Metroquip is not and has not been a member of an "affiliated group group" (as defined in Section 1504 of the Code) other than the affiliated group of which the Company is currently the common parent, or except with respect to such group, filed or been included in a combined, consolidated, or unitary income Tax Returntax return; (xJ) neither the Company nor Metroquip is not and has not been a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual or other obligation to indemnify any other Person person with respect to any Tax tax or pay the Taxes of any other Person person under Treasury Regulations Section 1.1502-6 (or any similar the corresponding provisions of state, local, or foreign law) as a transferee or successor, by contract or otherwise; (xiK) no claim has ever been made by a taxing authority in a jurisdiction where the Company or Metroquip does not file Tax Returns that the Company or Metroquip is or may be subject to Taxes assessed by such jurisdiction; (xiiL) the Company does has not have had a permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xiiiM) neither the Company nor Metroquip has not been a "U.S. real property holding corporation" (within the meaning of Code Section 897(c)(2)) during the applicable period specified in Code Section 897(c)(1)(A)(ii); (xivN) the Company and Metroquip have has disclosed on each Tax Return filed by them the Company all positions taken thereon that could give rise to a substantial understatement of penalty of federal income Taxes within the meaning of Code Section 6662; (xvO) neither the Company nor Metroquip was not acquired in a "qualified stock purchase "under Code Section 338(d)(3) and no elections under Code Section 338(g), protective carryover basis elections, or offset prohibition elections are applicable to the Company or MetroquipCompany; (xviP) neither the Company nor Metroquip has made any no payments, is not obligated to make any payments, and is not a party to any agreement that under any circumstances could obligate it to make any payments in the nature of compensationpayments, that will not be deductible under Code Sections 280G or 162162 as a result of the transactions contemplated by the Agreement; (xviiQ) no sales or use tax will be payable by the Company or Metroquip as a result of the transactions contemplated by this Agreement, and there will be no non-recurring intangible tax, documentary stamp tax, or other excise tax (or comparable tax imposed by an governmental entity) as a result of the transactions contemplated by this Agreement; (xviiiR) Buyer Acquiror will not be required to deduct and withhold any amount with respect to Taxes upon consummation of the transactions contemplated by this Agreement; (xixS) none of the Company's or Metroquip's assets is or has been property required to be treated as being owned by any other Person person under the "safe harbor lease" provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or (B) is has been financed with or directly or indirectly secures any bond or debt the interest of which is tax-exempt under Section 103(a) of the Code; (xxT) the Company and Metroquip has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to an employee, independent contractor, shareholder, or other third party; (xxi) no income under any arrangement or understanding to which the Company or Metroquip is a party will be attributed to the Company or Metroquip which is not represented by income to which the Company or Metroquip is legally entitled; and (xxiiU) the Company owns has owned no interest in any "controlled foreign corporation" (within the meaning of Code Section 957), "passive foreign investment company" (within the meaning of Code Section 12961297) or other entity the income of which is required to be included in the income of the Company or Metroquip whether or not distributed, (V) no facts exist (including without limitation the existence of any "deferred intercompany transactions" (within the meaning of Treasury Regulations Section 1.1502-13) or the presence of any "excess kiss account" (within the meaning of Treasury Regulations Section 1.1502-19) that will give rise to an obligation of the Company to pay Taxes as a consequence of the disaffiliation of any corporation from such affiliated group; (W) if the Company was at any time an "S corporation" (as defined in Section 1361(a), of the Code), such Company has no unpaid liabilities for Taxes under Code Sections 1363(d), 1374, or 1375 (or the corresponding provisions of state, local, or foreign law); and (X) the Company has not been either a "distributing company" or a "controlled corporation" (within the meaning of Code Section 355(a)(1)(A) in a distribution of stock qualifying in whole or in part for tax-free treatment under Code Section 355. For purposes of clause (P), the term "payments" refers to payments in the nature of compensation. The Company has no pending claim for refund with the Internal Revenue Service or any other taxing authority.

General Tax Matters. Except as set forth in Schedule 4.19.3 ------------------- 4.21.3, -------------------- --------------- (which sets forth the open taxable periods of the Company and Metroquip for sales, payroll, personal property, and federal and state income taxes), with respect to each taxable period for the Company or Metroquip ending on or prior to the date hereof or as of before the Effective Date (or as of such other date as set forth below), (i) either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and each taxable period is not subject to review by a relevant taxing authority; (ii) no deficiency or proposed adjustment that has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company or MetroquipCompany; (iii) neither the Company nor Metroquip has not consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Company or Metroquip has not requested or been granted an extension of the time for filing any Tax Return; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending, or to the knowledge of Seller or the Company, threatened against or with respect to the Company or Metroquip regarding Taxes; (vi) neither the Company nor Metroquip has not made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provision of state, local or foreign law) apply to any disposition of subsection (f) assets (as defined in Section 341(f)(4) of the Code) owned by the Company or MetroquipCompany; (vii) there are no liens, pledges, charges, claims, security interests, or other encumbrances Encumbrances on the assets of the Company or Metroquip relating or attributable to Taxes (other than liens for sales and payroll Taxes not yet due and payable) and the Company, Metroquip Company and the Seller Sellers have no knowledge of any reasonable basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any lien, pledge, charge, claim, security interest, or other encumbrance Encumbrance on the assets of the Company or MetroquipCompany; (viii) neither the Company nor Metroquip will not be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Effective Closing Date, to include any adjustment under Section 481 of the Code (or any corresponding provision of state, local, or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Closing Date or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local, or foreign law) to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Effective Closing Date; (ix) neither the Company nor Metroquip has not been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated, or unitary income Tax Return; (x) neither the Company nor Metroquip is not a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual or other obligation to indemnify any other Person person with respect to any Tax or pay the Taxes of any other Person person under Treasury Regulations Section 1.1502-6 (or any similar provisions of state, local, or foreign law) as a transferee or successor, by contract or otherwise; (xi) no claim has ever been made by a taxing authority in a jurisdiction where the Company or Metroquip does not file Tax Returns that the Company or Metroquip is or may be subject to Taxes assessed by such jurisdiction; (xii) the Company does not have a permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xiii) neither the Company nor Metroquip has not been a "U.S. real property holding corporation" (within the meaning of Code Section 897(c)(2)) during the applicable period specified in Code Section 897(c)(1)(A)(ii); (xiv) the Company and Metroquip have has disclosed on each Tax Return filed by them the Company all positions taken thereon that could give rise to a substantial understatement of penalty of federal income Taxes within the meaning of Code Section 6662; (xv) neither the Company nor Metroquip was not acquired in a qualified stock purchase under Code Section 338(d)(3) and no elections under Code Section 338(g), protective carryover basis elections, or offset prohibition elections are applicable to the Company or MetroquipCompany; (xvi) neither the Company nor Metroquip has made any paymentsno payments in the nature of compensation, is not obligated to make any payments, and is not a party to any agreement that under any circumstances could obligate it to make any payments in the nature of compensation, that will not be deductible under Code Sections 280G or 162; (xvii) no sales or use tax will be payable by the Company or Metroquip as a result of the transactions contemplated by this Agreement, and there will be no non-recurring intangible tax, documentary stamp tax, or other excise tax (or comparable tax imposed by an governmental entity) as a result of the transactions contemplated by this Agreement; (xviii) Buyer will not be required to deduct and withhold any amount with respect to Taxes upon consummation of the transactions contemplated by this Agreement; (xix) none of the Company's or Metroquip's assets is property required to be treated as being owned by any other Person person under the "safe harbor lease" provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or (B) has been financed with or directly or indirectly secures any bond or debt the interest of which is tax-exempt under Section 103(a) of the Code; (xx) the Company and Metroquip has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to an employee, independent contractor, shareholder, or other third party; (xxi) no income under any arrangement or understanding to which the Company or Metroquip is a party will be attributed to the Company or Metroquip which is not represented by income to which the Company or Metroquip is legally entitled; and (xxii) the Company owns no interest in any "controlled foreign corporation" (within the meaning of Code Section 957), "passive foreign investment company" (within the meaning of Code Section 1296) or other entity the income of which is required to be included in the income of the Company or Metroquip whether or not distributed.

General Tax Matters. Except as set forth in Schedule 4.19.3 ------------------- --------------- (which sets forth the open taxable periods of the Company and Metroquip for sales, payroll, personal property, and federal and state income taxes)4.21.3, with respect to each taxable period for the Company or Metroquip ending on or prior to before the date hereof or as of the Effective Closing Date (or as of such other date as set forth below), (i) either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and each taxable period is not subject to review by a relevant taxing authority; (ii) no deficiency or proposed adjustment that has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company or MetroquipCompany; (iii) neither the Company nor Metroquip has not consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Company or Metroquip has not requested or been granted an extension of the time for filing any Tax Return; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending, or to the knowledge of Seller or the Company, threatened against or with respect to the Company or Metroquip regarding Taxes; (vi) neither the Company nor Metroquip has not made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provision of state, local or foreign law) apply to any disposition of subsection (f) assets (as defined in Section 341(f)(4) of the Code) owned by the Company or MetroquipCompany; (vii) there are no liens, pledges, charges, claims, security interests, or other encumbrances Encumbrances on the assets of the Company or Metroquip relating or attributable to Taxes (other than liens for sales and payroll Taxes not yet due and payable) and the Company, Metroquip and the Seller have Company has no knowledge of any reasonable basis for the assertion of any claim relating or attributable to Taxes Taxes, which, if adversely determined, would result in any lien, pledge, charge, claim, security interest, or other encumbrance Encumbrance on the assets of the Company or MetroquipCompany; (viii) neither the Company nor Metroquip will not be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Effective Closing Date, to include any adjustment under Section 481 of the Code (or any corresponding provision of state, local, or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Closing Date or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local, or foreign law) to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Effective Closing Date; (ix) neither the Company nor Metroquip has not been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated, or unitary income Tax Return; (x) neither the Company nor Metroquip is not a party to or bound by any tax allocation or tax sharing agreement and and, has no current or potential contractual contract or other obligation to indemnify any other Person person with respect to any Tax or pay the Taxes of any other Person person under Treasury Regulations Section 1.1502-6 (or any similar provisions of state, local, or foreign law) as a transferee or successor, by contract or otherwise; (xi) to the Company's knowledge, no claim has ever been made by a taxing authority in a jurisdiction where the Company or Metroquip does not file Tax Returns that the Company or Metroquip is or may be subject to Taxes assessed by such jurisdiction; (xii) the Company does not have a permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xiii) neither the Company nor Metroquip has not been a "U.S. real property holding corporation" (within the meaning of Code Section 897(c)(2)) during the applicable period specified in Code Section 897(c)(1)(A)(ii); (xiv) the Company and Metroquip have has disclosed on each Tax Return filed by them all positions taken thereon that could give rise to a substantial understatement of penalty of federal income Taxes within the meaning of Code Section 6662; (xv) neither the Company nor Metroquip acquired in a qualified stock purchase under Code Section 338(d)(3) and no elections under Code Section 338(g), protective carryover basis elections, or offset prohibition elections are applicable to the Company or Metroquip; (xvi) neither the Company nor Metroquip has made any payments, is not obligated to make any payments, and is not a party to any agreement that under any circumstances could obligate it to make any payments in the nature of compensation, that will not be deductible under Code Sections 280G or 162; (xvii) no sales or use tax will be payable by the Company or Metroquip as a result of the transactions contemplated by this Agreement, and there will be no non-recurring intangible tax, documentary stamp tax, or other excise tax (or comparable tax imposed by an governmental entity) as a result of the transactions contemplated by this Agreement; (xviii) Buyer will not be required to deduct and withhold any amount with respect to Taxes upon consummation of the transactions contemplated by this Agreement; (xix) none of the Company's or Metroquip's assets is property required to be treated as being owned by any other Person under the "safe harbor lease" provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or (B) has been financed with or directly or indirectly secures any bond or debt the interest of which is tax-exempt under Section 103(a) of the Code; (xx) the Company and Metroquip has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to an employee, independent contractor, shareholder, or other third party; (xxi) no income under any arrangement or understanding to which the Company or Metroquip is a party will be attributed to the Company or Metroquip which is not represented by income to which the Company or Metroquip is legally entitled; and (xxii) the Company owns no interest in any "controlled foreign corporation" (within the meaning of Code Section 957), "passive foreign investment company" (within the meaning of Code Section 1296) or other entity the income of which is required to be included in the income of the Company or Metroquip whether or not distributed

General Tax Matters. Except as set forth in Schedule 4.19.3 ------------------- --------------- (which sets forth the open taxable periods of the Company and Metroquip for sales, payroll, personal property, and federal and state income taxes)3.9, with respect to each taxable period for the Company or Metroquip ending on or prior to the date hereof or as of the Effective Date (or as of such other date as set forth below), (i) either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and each taxable period is not subject to review by a relevant taxing authority; (ii) no deficiency or proposed adjustment that has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company or Metroquip; (iii) neither the Company nor Metroquip has consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Company or Metroquip has not requested or been granted an extension of the time for filing any Tax Return; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending, or to the knowledge of Seller or the Company, threatened against or with respect (a) all Tax Returns and all similar filings required to be filed before the Company or Metroquip regarding Taxes; (vi) neither the Company nor Metroquip has made an election or filed a consent under Section 341(f) Date of the Code (or any corresponding provision of state, local or foreign law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provision of state, local or foreign law) apply to any disposition of subsection (f) assets (as defined in Section 341(f)(4) of the Code) owned Closing by the Company or Metroquip; (vii) there are no liens, pledges, charges, claims, security interests, or other encumbrances on the assets of the Company or Metroquip relating or attributable to Taxes (other than liens for sales and payroll Taxes not yet due and payable) and the Company, Metroquip and the Seller have no knowledge of any reasonable basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any lien, pledge, charge, claim, security interest, or other encumbrance on the assets of the Company or Metroquip; (viii) neither the Company nor Metroquip will be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Effective Date, to include any adjustment under Section 481 of the Code (or any corresponding provision of state, local, or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Date or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local, or foreign law) to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Effective Date; (ix) neither the Company nor Metroquip has been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated, or unitary income Tax Return; (x) neither the Company nor Metroquip is a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual or other obligation to indemnify any other Person with respect to any Taxes have been timely filed with the appropriate Governmental Body in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns correctly reflect the Liability of the Company for Taxes for the periods, properties or pay events covered thereby, and are correct and complete in all material respects; (b) all Taxes shown as payable on the Tax Returns filed by the Company prior to the Date of Closing, all Taxes due and payable by the Company prior to the Date of Closing (whether or not shown on any Tax Return) and all Taxes accruable with respect to events occurring prior to the Date of Closing, whether disputed or not, will either have been paid in full prior to the Date of Closing, or an adequate accrual in accordance with GAAP will be provided with respect thereto on the Closing Balance Sheet including, but not limited to, any and all taxes relating to the Valley Sale; (c) no deficiency in respect of any other Person under Treasury Regulations Section 1.1502-6 (Taxes which has been assessed against the Company remains unpaid and there are no unassessed Tax deficiencies or any similar provisions of state, local, audits or foreign law) as a transferee or successor, by contract or otherwiseto the Shareholders' Knowledge investigations pending Threatened against the Company with respect to any Taxes; (xid) there is in effect no extension for the filing of any Tax Return and the Company has not extended or waived the application of any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes; (e) no claim has ever been made by a taxing any tax authority in a jurisdiction where in which the Company or Metroquip does not file Tax Returns that the Company or Metroquip is or may be subject to Taxes assessed taxation by such that jurisdiction; (xiif) there are no Encumbrances for Taxes upon any asset of the Company except for Encumbrances for current Taxes not yet due and payable; (g) to the Shareholders' Knowledge no issues have been raised in any examination by any Tax authority with respect to the Company which, by application of similar principles, could with substantial certainty be expected to result in a proposed deficiency for any other period not so examined; (h) the Company does not have a permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xiii) neither the Company nor Metroquip has been a "U.S. real property holding corporation" (within the meaning of Code Section 897(c)(2)) during the applicable period specified in Code Section 897(c)(1)(A)(ii); (xiv) the Company and Metroquip have disclosed on each Tax Return filed by them all positions taken thereon that could give rise to a substantial understatement of penalty of federal income Taxes within the meaning of Code Section 6662; (xv) neither the Company nor Metroquip acquired in a qualified stock purchase under Code Section 338(d)(3) and no elections under Code Section 338(g), protective carryover basis elections, or offset prohibition elections are applicable to the Company or Metroquip; (xvi) neither the Company nor Metroquip has made any payments, is not obligated to make any payments, and is not a party to any Tax allocation or sharing agreement that or otherwise under any circumstances could obligate it obligation to make indemnify any payments in the nature of compensation, that will not be deductible under Code Sections 280G or 162; (xvii) no sales or use tax will be payable by the Company or Metroquip as a result of the transactions contemplated by this Agreement, and there will be no non-recurring intangible tax, documentary stamp tax, or other excise tax (or comparable tax imposed by an governmental entity) as a result of the transactions contemplated by this Agreement; (xviii) Buyer will not be required to deduct and withhold any amount Person with respect to Taxes upon consummation of any Taxes, except for an unwritten arrangement among the transactions contemplated by this AgreementConsolidated Tax Entities; (xixi) none there are no requests for rulings in respect of any Taxes pending between the Company's or Metroquip's assets is property required to be treated as being owned by Company and any other Person under the "safe harbor lease" provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or Tax authority; and (B) has been financed with or directly or indirectly secures any bond or debt the interest of which is tax-exempt under Section 103(a) of the Code; (xxj) the Company and Metroquip has withheld and paid timely made all Taxes deposits required to have been withheld and paid in connection with amounts paid or owing to an employee, independent contractor, shareholder, or other third party; (xxi) no income under any arrangement or understanding to which the Company or Metroquip is a party will be attributed to the Company or Metroquip which is not represented by income to which the Company or Metroquip is legally entitled; and (xxii) the Company owns no interest in any "controlled foreign corporation" (within the meaning of Code Section 957), "passive foreign investment company" (within the meaning of Code Section 1296) or other entity the income of which is required law to be included in the income of the Company or Metroquip whether or not distributedmade with respect to sales and use Taxes and employees' withholding and other employment Taxes.