Common use of GOVERNMENT PAYMENTS Clause in Contracts

GOVERNMENT PAYMENTS. Except as set forth on Schedule 4.19, all ------------------- ------------- returns, declarations, reports and statements ("Government Returns") relating to ------------------ any federal, state, local or foreign income, gross receipts, license, payroll, employment, real property, personal property, escheated funds or property, sales, use, import, export or other tax, assessment, duty, fee or charge of any kind whatsoever ("Government Payments") required to be filed by the Company or ------------------- its Subsidiaries in connection with the operations of the Company or the Subsidiaries are true, complete and correct in all material respects, are in compliance with all Legal Requirements applicable thereto and have been properly and timely filed. Except as set forth on Schedule 4.19, neither the Company nor ------------- any Subsidiary has requested any extension of time within which to file any Government Return, which Government Return has not since been filed. Purchaser has heretofore been furnished by the Company with true, correct and complete copies of each Government Return of the Company and the Subsidiaries with respect to the past three (3) taxable years, and of all reports of, and communications from, any Governmental Entities relating to Government Payments for such period. All Government Payments required to be paid or withheld and deposited in connection with the operations of the Company or any Subsidiary have been duly and timely paid or deposited by the Company or such Subsidiary. The Company and each Subsidiary has properly withheld or collected all amounts required by law for Government Payments relating to its employees, creditors, independent contractors and other third parties, and for Government Payments on sales, and has properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. The Company and each Subsidiary has made adequate provision on its books of account for all Government Payments with respect to its business, properties and operations. The Company's and Subsidiaries' respective accruals for Government Payments on the Net Working Capital Report will be adequate to cover all liabilities for Government Payments of the Company or any Subsidiary, as the case may be, for all periods ending on or before the Closing Date and such accruals would be adequate if the Company or Subsidiaries were to file a Government Return on the Closing Date covering all liabilities accrued through the Closing Date. Except as set forth on Schedule 4.19, during the past four (4) taxable years, neither ------------- the Company nor any Subsidiary has (a) had a tax deficiency proposed, asserted or assessed against it, (b) executed any waiver of any statute of limitations on the assessment or collection of any Government Payments, or (c) been delinquent in the payment of any Government Payments. Except as set forth on Schedule 4.19, ------------- during the past four (4) taxable years, no Government Return of the Company has been audited or the subject of other Action by any Governmental Entity. Neither the Company nor any Subsidiary has received any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting the Company or any Subsidiary or their assets or properties. Neither the Company nor any Subsidiary has made any payments or is obligated to make any payments that will not be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). Neither the Company nor any Subsidiary is a party to a ---- tax allocation or sharing agreement and has ever been (or has any liability for unpaid Government Payments because it was) a member of an affiliated group with the meaning of Code Section 1504(a).

GOVERNMENT PAYMENTS. Except as set forth on Schedule 4.19, all ------------------- ------------- All returns, declarations, reports and statements ("Government ReturnsGOVERNMENT RETURNS") relating to ------------------ any federal, state, local or foreign income, gross receipts, license, payroll, employment, real property, personal property, escheated funds or property, sales, use, import, export or other tax, assessment, duty, fee or charge of any kind whatsoever ("Government PaymentsGOVERNMENT PAYMENTS") required to be filed by the Company or ------------------- its Subsidiaries in connection with the operations of the Company or the Subsidiaries Seller are true, complete and correct in all material respects, are in compliance in all material respects with all Legal Requirements applicable thereto and have been properly and timely filed, other than any such Government Returns as to which an extension as to the time to file has been obtained. Except as set forth disclosed on Schedule 4.19SCHEDULE 4.18, neither the Company nor ------------- any Subsidiary Seller has not requested any extension of time within which to file any Government Return, which Government Return has not since been filed. Purchaser Except as disclosed on SCHEDULE 4.18, DEGC has heretofore been furnished by the Company Seller with true, correct and complete copies of each Government Return of the Company Seller and the Subsidiaries its predecessors with respect to the past three (3) taxable years, and of all reports of, and communications from, any Governmental Entities relating to Government Payments for such period. All Government Payments required to be paid or withheld and deposited in connection with the operations of the Company or any Subsidiary Seller have been duly and timely paid or deposited by the Company or such SubsidiarySeller. The Company and each Subsidiary Seller has properly withheld or collected all material amounts required by law for Government Payments relating to its employees, creditors, independent contractors and other third parties, and for Government Payments on sales, and has properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. The Company and each Subsidiary has made adequate provision on its books of account for all Government Payments with respect to its business, properties and operations. The CompanySeller's and Subsidiaries' respective accruals for Government Payments on the Net Working Capital Report will be are adequate in all material respects to cover all liabilities for Government Payments of the Company or any Subsidiary, as the case may be, Seller for all periods ending on or before the Closing Date and such accruals would be adequate in all material respects if the Company or Subsidiaries Seller were to file a Government Return on the Closing Date covering all liabilities accrued through the Closing Date. Except as set forth on Schedule 4.19disclosed in SCHEDULE 4.18, during Seller has not within the past four three (43) taxable years, neither ------------- the Company nor any Subsidiary has years (a) had a tax deficiency proposed, asserted or assessed against it, (b) executed any waiver of any statute of limitations on the assessment or collection of any Government Payments, or (c) been delinquent in the payment of any Government Payments. Except as set forth on Schedule 4.19disclosed in SCHEDULE 4.18, ------------- during within the past four three (43) taxable years, years no Government Return of the Company relating to Seller has been audited or the subject of other Action by any Governmental Entity, nor are there any Liens upon the Assets in favor of any Governmental Entity other than Liens for taxes not yet due. Neither the Company The Seller has not received any notice nor any Subsidiary has received is aware of any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting Seller, the Company Assets or any Subsidiary or their assets or properties. Neither the Company nor any Subsidiary has made any payments or is obligated to make any payments that will not be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). Neither the Company nor any Subsidiary is a party to a ---- tax allocation or sharing agreement and has ever been (or has any liability for unpaid Government Payments because it was) a member of an affiliated group with the meaning of Code Section 1504(a)Business.

GOVERNMENT PAYMENTS. Except as set forth on Schedule 4.19, all ------------------- ------------- All returns, declarations, reports and statements ("Government Returns") relating to ------------------ any federal, state, local or foreign income, gross receipts, license, payroll, employment, real property, personal property, escheated funds or property, sales, use, import, export or other tax, assessment, duty, fee or charge of any kind whatsoever ("Government Payments") Payments required to be filed by the Company or ------------------- its Subsidiaries in connection with the operations operation of the Company or the Subsidiaries Business (“Government Returns”) are true, complete and correct in all material respects, are in compliance in all material respects with all Legal Requirements applicable thereto and have been properly and timely filed, other than any such Government Returns as to which an extension as to the time to file has been obtained. Except as set forth on Schedule 4.19, neither Neither the Company nor ------------- any the Transferring Subsidiary has requested any extension of time within which to file any Government Return, which Government Return has not since been filed. Purchaser has heretofore been furnished by filed or for which the Company with true, correct and complete copies of each Government Return of the Company and the Subsidiaries with respect filing is not yet required to the past three (3) taxable years, and of all reports of, and communications from, any Governmental Entities relating to Government Payments for such periodbe made under a requested extension. All Government Payments required to be paid or withheld and deposited in connection with the operations operation of the Company or any Subsidiary Business have been duly and timely paid or deposited by the Company or such the Transferring Subsidiary. The Company and each Transferring Subsidiary has and, in connection with the Business, the Company, have properly withheld or collected all amounts required by law for Government Payments relating to its their employees, creditors, independent contractors and other third parties, and for Government Payments on salessales to customers, and has have properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. The Company and each Neither the Transferring Subsidiary has made adequate provision on its books of account for all Government Payments with respect to its business, properties and operations. The Company's and Subsidiaries' respective accruals for Government Payments on the Net Working Capital Report will be adequate to cover all liabilities for Government Payments of the Company or any Subsidiarynor, as it relates to the case may beAssets or the Business, for all periods ending on or before the Closing Date and such accruals would be adequate if the Company or Subsidiaries were to file a Government Return on the Closing Date covering all liabilities accrued through the Closing Date. Except as set forth on Schedule 4.19Company, during the past four (4) taxable years, neither ------------- the Company nor any Subsidiary has ever (a) had a tax deficiency proposed, asserted or assessed against it, (b) executed any waiver of any statute of limitations on the assessment or collection of any Government Payments, or (c) been delinquent in the payment of any Government Payments, within the last three (3) years. Except as set forth on Schedule 4.19, ------------- during To the past four (4) taxable yearsKnowledge of the Company or the Transferring Subsidiary, no Government Return of the Company has been audited or the subject of other Action by any Governmental Entity, nor are there any Liens upon the Assets in favor of any Governmental Entity other than Liens for taxes not yet due. Neither the Company nor any the Transferring Subsidiary has received any notice nor is aware of any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting the Company Assets, the Business, the Transferring Subsidiary or, with respect to the Assets or any Subsidiary or their assets or propertiesthe Business, the Company. Neither the Company nor any Transferring Subsidiary has made any payments or is obligated to make any payments that will not be deductible under Section 280G of the Internal Revenue Code of 1986nor, as amended (it relates to the "Code"). Neither Business, the Company nor any Subsidiary Company, is a party to a ---- tax allocation or tax sharing agreement and has ever been (or has any liability for unpaid Government Payments because it was) a member of an affiliated group with the meaning of Code Section 1504(a)agreement.

GOVERNMENT PAYMENTS. Except as set forth on Schedule 4.193.19, all ------------------- ------------- returns, declarations, reports and statements ("Government Returns") relating to ------------------ any federal, state, local or foreign income, gross receipts, license, payroll, employment, real property, personal property, escheated funds or property, sales, use, import, export or other tax, assessment, duty, fee or tax related charge of any kind whatsoever ("Government Payments") required to be filed by the Company or ------------------- its Subsidiaries any Seller in connection with the operations of the Company any Seller or the Subsidiaries Acquired Assets are true, complete and correct in all material respects, are in compliance with all Legal Requirements applicable thereto and have been properly and timely filed. Except as set forth on Schedule 4.193.19, neither the Company nor ------------- any Subsidiary no Seller has requested any extension of time within which to file any Government Return, which Government Return has not since been filed. Purchaser has heretofore been furnished by the Company Sellers with true, correct and complete copies of each Government Return of the Company and the Subsidiaries Sellers with respect to the past three (3) taxable years, and of all reports of, and communications from, any Governmental Entities relating to Government Payments for such period. All Except as set forth on Schedule 3.19, all Government Payments required to be paid or withheld and deposited in connection with the operations of Sellers or the Company or any Subsidiary Acquired Assets have been duly and timely paid or deposited by the Company or such SubsidiarySellers. The Company and each Subsidiary has Sellers have properly withheld or collected all amounts required by law for Government Payments relating to its their employees, creditors, independent contractors and other third parties, and for Government Payments on sales, and has properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. The Company and each Subsidiary has Sellers have made adequate provision on its their books of account for all Government Payments with respect to its their business, properties and operations. The Company's and SubsidiariesSellers' respective accruals for Government Payments on the Net Working Capital Report will be adequate to cover all liabilities for Government Payments of the Company or any Subsidiary, as the case may be, Sellers for all periods ending on or before the Closing Date and such accruals would be adequate if the Company or Subsidiaries Sellers were to file a Government Return on the Closing Date covering all liabilities accrued through the Closing Date. Except as set forth on Schedule 4.193.19, during the past four (4) taxable years, neither ------------- the Company nor any Subsidiary no Seller has (a) had a tax deficiency proposed, asserted or assessed against it, (b) executed any waiver of any statute of limitations on the assessment or collection of any Government Payments, or (c) been delinquent in the payment of any Government Payments. Except as set forth on Schedule 4.193.19, ------------- during the past four (4) taxable years, no Government Return of the Company any Seller has been audited or the subject of other Action by any Governmental Entity. Neither the Company nor any Subsidiary Except as set forth on Schedule 3.19, no Seller has received any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting the Company any Seller or any Subsidiary or their its assets or properties. Neither the Company nor any Subsidiary No Seller has made any payments or is obligated to make any payments that will not be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). Neither the Company nor any Subsidiary No Seller is a party to a ---- tax allocation or sharing agreement and or has ever been (or has any liability for unpaid Government Payments because it was) a member of an affiliated group with the meaning of Code Section 1504(a). Enviro-Safe has made an election under Section 1362(a) of the Code, to be an "S corporation", as defined therein; such election became effective since the date of its incorporation, and all Persons who were shareholders of Enviro-Safe on the day on which such election was made validly consented to such election. Such election was effective on the date made and has remained in effect continuously from such date, and such election has not been terminated, whether by revocation, disqualification or for any other reason. No actions have been taken and no omissions have occurred which would cause such election to terminate or be revoked at any time before the Closing Date. Enviro-Safe has made a corresponding election to be taxed as an "S corporation in Florida.

GOVERNMENT PAYMENTS. Except as set forth on Schedule 4.19, all ------------------- ------------- All returns, declarations, reports and statements ("Government ReturnsGOVERNMENT RETURNS") relating to ------------------ any federal, state, local or foreign income, gross receipts, license, payroll, employment, real property, personal property, escheated funds or property, sales, use, import, export or other tax, assessment, duty, fee or charge of any kind whatsoever ("Government PaymentsGOVERNMENT PAYMENTS") required to be filed by the Company or ------------------- its Subsidiaries in connection with the operations of the Company or the Subsidiaries Business are true, complete and correct in all material respects, are in compliance in all material respects with all Legal Requirements applicable thereto and have been properly and timely filed, other than any such Government Returns as to which an extension as to the time to file has been obtained. Except as set forth on Schedule 4.19, neither the Company nor ------------- any Subsidiary The Seller has not requested any extension of time within which to file any Government Return, which Government Return has not since been filed. Purchaser Matria has heretofore been furnished by the Company Seller with true, correct and complete copies of each Government Return of the Company Seller and the Subsidiaries its predecessors with respect to the past three (3) taxable years, and of all reports of, and communications from, any Governmental Entities relating to Government Payments for such period. All Government Payments required to be paid or withheld and deposited in connection with the operations of the Company or any Subsidiary Business have been duly and timely paid or deposited by the Company or such SubsidiarySeller. The Company and each Subsidiary Seller has properly withheld or collected all amounts required by law for Government Payments relating to its employees, creditors, independent contractors and other third parties, and for Government Payments on sales, and has properly and timely remitted such withheld or collected amounts to the appropriate Governmental Entity. The Company and each Subsidiary has made adequate provision on its books of account for all Government Payments with respect to its business, properties and operations. The CompanySeller's and Subsidiaries' respective accruals for Government Payments on the Net Working Capital Report will be are adequate to cover all liabilities for Government Payments of the Company or any Subsidiary, as the case may be, Seller for all periods ending on or before the Closing Date and such accruals would be adequate if the Company or Subsidiaries Seller were to file a Government Return on the Closing Date covering all liabilities accrued through the Closing Date. Except as set forth on Schedule 4.19disclosed in SCHEDULE 4.18, during the past four (4) taxable years, neither ------------- the Company nor any Subsidiary Seller has never (a) had a tax deficiency proposed, asserted or assessed against it, (b) executed any waiver of any statute of limitations on the assessment or collection of any Government Payments, or (c) been delinquent in the payment of any Government Payments, within the last three (3) years. Except as set forth on Schedule 4.19, ------------- during the past four (4) taxable years, no No Government Return of relating to the Company Seller has been audited or the subject of other Action by any Governmental Entity, nor are there any Liens upon the Assets in favor of any Governmental Entity other than Liens for taxes not yet due. Neither the Company The Seller has not received any notice nor any Subsidiary has received is aware of any notice from any Governmental Entity of any pending examination or any proposed deficiency, addition, assessment, demand for payment or adjustment relating to or affecting the Company Seller, the Assets or any Subsidiary or their assets or propertiesthe Business. Neither the Company nor any Subsidiary has made any payments or The Seller is obligated to make any payments that will not be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). Neither the Company nor any Subsidiary is a party to a ---- tax allocation or tax sharing agreement and has ever been (or has any liability for unpaid Government Payments because it was) a member of an affiliated group with the meaning of Code Section 1504(a)agreement.