Common use of Other Tax Matters Clause in Contracts

Other Tax Matters. (A) DL 3.13(iii)(A) sets forth (1) each taxable year or other taxable period of the Corporation or any of its Subsidiaries for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge of the Corporation, scheduled to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation and its Subsidiaries has been finally completed and the disposition of such audit or examination, (3) the taxable years or other taxable periods of the Corporation or any of its Subsidiaries which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of its Subsidiaries which have been proposed or assessed by any taxing authority and (5) a list of all notices received by the Corporation or any of its Subsidiaries from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of its Subsidiaries, which issue has not been finally determined and which, if determined adversely to the Corporation or any such subsidiaries, could result in a Tax liability.

Other Tax Matters. (Ai) DL 3.13(iii)(A) Schedule 2.16 sets forth (1A) each taxable year or other taxable ------------- period of the Corporation or any of its Subsidiaries RSA Communications for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled date of this Agreement to be conducted) ), together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation and its Subsidiaries RSA Communications has been finally completed and the disposition of such audit audits or examinationexaminations, (3C) the taxable years or other taxable periods of the Corporation RSA Communications for which a consent or any of its Subsidiaries which will not be subject to the normally applicable statute of limitations by reason waiver of the existence of circumstances that would cause any such applicable statute of limitations for applicable Taxes to be extendedis outstanding, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of its Subsidiaries RSA Communications which have been proposed or assessed by any taxing authority and (5E) a list of all notices received by the Corporation or any of its Subsidiaries RSA Communications from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of its SubsidiariesRSA Communications, which issue has not been finally determined and which, if determined adversely to the Corporation or any such subsidiaries, RSA Communications could result in a Tax liability. (ii) Except as set forth on Schedule 2.16, RSA Communications has ------------- not been included in any "consolidated," "unitary" or "combined" Return provided for under the laws of the United States, any foreign jurisdiction or any state or locality with respect to Taxes for any taxable period for which the statute of limitations has not expired. RSA Communications does not have any liability for the Taxes of any person as defined in Section 7701(a)(1) of the Code or under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (iii) Except as set forth on Schedule 2.16, all Taxes which RSA ------------- Communications is, or was, required by law to withhold or collect have been duly withheld or collected and have been timely paid over to the proper authorities to the extent due and payable. (iv) Except as disclosed on Schedule 2.16, there are no tax ------------- sharing, allocation, indemnification or similar agreements or arrangements in effect as between RSA Communications or any predecessor thereof and any other party (including any predecessor thereof) under which Acquisition Sub or RSA Communications could be liable for any Taxes or other claims of any party. (v) RSA Communications is not a party to any agreement, contract, arrangement or plan that would result in the payment by RSA Communications of any "excess parachute payment" within the meaning of Section 280G of the Code. (vi) No consent has been filed under Section 341(f) of the Code with respect to RSA Communications. (vii) Except as disclosed on Schedule 2.16, RSA Communications was not acquired in a "qualified stock purchase" under Section 338(d)(3) of the Code, and RSA Communications is not subject to any constructive elections under Code Section 338 or the regulations thereunder. (viii) RSA Communications is not required to include in income any adjustment pursuant to Section 481(a) of the Code (or similar provisions of other law or regulations) by reason of a change in accounting method. (ix) None of the assets of RSA Communications is property that is required to be treated as owned by any other person pursuant to the "safe harbor lease" provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, and in effect immediately prior to the enactment of the Tax Reform Act of 1986, none of the assets of RSA Communications is "tax exempt use property" within the meaning of Section 168(h) of the Code and none of the assets of RSA Communications secures any debt the interest on which is tax exempt under Section 103 of the Code. (x) No indebtedness of RSA Communications consists of "corporate acquisition indebtedness" within the meaning of Section 279 of the Code. (xi) RSA Communications is not a "United States real property holding company" within the meaning of Section 897 of the Code. (xii) There currently are no excess loss accounts, deferred intercompany gains or losses or other like items pertaining to RSA Communications that could result in any Tax liability for RSA Communications. (xiii) RSA Communications is not engaged in business in any tax jurisdiction in which it does not file Returns for sales and use, income or other Taxes. (xiv) Neither RSA Communications nor Stockholder has asserted any claim for indemnification under the Tax Indemnity Agreement, dated June 6, 1997, by and among Stockholder, RSA Communications and Cirrus Logic, nor, to the knowledge of RSA Communications or Stockholder, is there any reasonable basis for any such claim. (xv) On the Closing Date, RSA Communications will hold sufficient assets to satisfy the "substantially all" test of Section 368(a)(2)(D) of the Code.

Other Tax Matters. (Ai) DL 3.13(iii)(A) Schedule 3.14 attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation or any Company and each of its Subsidiaries subsidiaries for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Closing Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation and its Subsidiaries Company has been finally completed and the disposition of such audit audits or examinationexaminations, (3C) the taxable years or other taxable periods of the Corporation or any Company and each of its Subsidiaries subsidiaries which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of Company and its Subsidiaries subsidiaries which have been proposed or assessed by any taxing authority and (5E) a list of all notices received by the Corporation or any of Company and its Subsidiaries subsidiaries from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of Company and its Subsidiariessubsidiaries, which issue has not been finally determined and which, if determined adversely to the Corporation Company or any such subsidiariessubsidiary, could result in a Tax liability. (ii) Except as set forth on Schedule 3.14, neither the Company nor any of its subsidiaries has been included in any "consolidated," "unitary" or "combined" Return provided for under the law of the United States, any foreign jurisdiction or any state or locality with respect to Taxes for any taxable period for which the statute of limitations has not expired. (iii) All Taxes which the Company or any of its subsidiaries is (or was) required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper authorities to the extent due and payable. (iv) Neither the Company nor any of its subsidiaries is a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"). (v) There are no tax sharing, allocation, indemnification or similar agreements or arrangements in effect as between the Company or any predecessor or affiliate thereof and any other party (including any of the Shareholders and any predecessor or affiliate thereof) under which the Parent, the Company or any of its subsidiaries could be liable for any Taxes or other claims of any party. (vi) Neither the Company nor any of its subsidiaries has applied for, been granted, or agreed to any accounting method change for which it will be required to take into account any adjustment under Section 481 of the Code or any similar provision of the Code or the corresponding tax laws of any nation, state or locality. (vii) No indebtedness of the Company or any of the subsidiaries consists of "corporate acquisition indebtedness" within the meaning of Section 279 of the Code. (viii) Neither the Company nor any of its subsidiaries is a party to any agreement that would require it to make any payment that would constitute an "excess parachute payment" for purposes of Sections 280G and 4999 of the Code.

Other Tax Matters. (Ai) DL 3.13(iii)(A) Schedule 3.14 attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation or any of its Subsidiaries Company for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state state, locality or locality other jurisdiction is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Closing Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation and its Subsidiaries Company has been finally completed and the disposition of such audit audits or examinationexaminations, (3C) the taxable years or other taxable periods of the Corporation or any of its Subsidiaries Company which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of its Subsidiaries Company which have been proposed or assessed by any taxing authority and (5E) a list of all notices received by the Corporation or any of its Subsidiaries Company from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of its SubsidiariesCompany, which issue has not been finally determined and which, if determined adversely to the Corporation or any such subsidiariesCompany, could result in a Tax liability. (ii) The Company has not been included in any "consolidated," "unitary" or "combined" Return provided for under the law of the United States, any foreign jurisdiction or any state or locality with respect to Taxes for any taxable period for which the statute of limitations has not expired.

Other Tax Matters. (Ai) DL 3.13(iii)(A) Schedule 3.14 attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation Company or any of its Subsidiaries for which an audit or other examination of Taxes by the appropriate tax Tax authorities of any nation, state or locality is currently in progress (or, to the knowledge Knowledge of the CorporationCompany, scheduled as of the date hereof to be conducted) together with the names of the respective tax Tax authorities conducting (or or, to the Knowledge of the Company, scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to U.S. Federal income taxes of the Corporation and Company or any of its Subsidiaries has been finally completed and the disposition of such audit or examination, (3C) the taxable years or other taxable periods of the Corporation Company or any of its Subsidiaries which which, to the Knowledge of the Company, will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation Company or any of its Subsidiaries Subsidiaries, which have been proposed or assessed by any taxing authority and have not been paid and (5E) a list of all notices which, to the Knowledge of the Company, have been received by the Corporation Company or any of its Subsidiaries from any taxing authority relating to any issue which could affect the Tax liability of the Corporation Company or any of its Subsidiaries, which issue has not been finally determined and which, if determined adversely to the Corporation Company or any such subsidiariesof its Subsidiaries, could result in a Tax liability.

Other Tax Matters. (A) DL 3.13(iii)(ASection 3.01(l)(iii)(A) of the Company Disclosure Letter sets forth (1) each taxable year or other taxable period of the Corporation Company or any of its Subsidiaries subsidiaries for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge of the Corporation, or scheduled to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the material subject matter of such audits or examinations, (2) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation Company and its Subsidiaries subsidiaries has been finally completed and the disposition of such audit or examination, (3) the taxable years or other taxable periods of the Corporation Company or any of its Subsidiaries subsidiaries which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such material statute of limitations for applicable Taxes to be extended, (4) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation Company or any of its Subsidiaries subsidiaries which have been proposed or assessed by any taxing authority and (5) a list of all notices received by the Corporation Company or any of its Subsidiaries subsidiaries from any taxing authority relating to any issue which could affect the Tax liability of the Corporation Company or any of its Subsidiariessubsidiaries, which issue has not been finally determined and which, if determined adversely to the Corporation Company or any such subsidiaries, could result in a material Tax liability. (B) Neither the Company nor any of its subsidiaries has been included in any "consolidated," "unitary" or "combined" Return (other than Returns which include only the Company and any subsidiaries of the Company) provided for under the law of the United States, any foreign jurisdiction or any state or locality with respect to Taxes for any taxable period for which the statute of limitations has not expired. (C) All material Taxes which the Company or any of its subsidiaries is (or was) required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper authorities to the extent due and payable. (D) There are no tax sharing, allocation, indemnification or similar agreements or arrangements in effect as between the Company, any subsidiary, or any predecessor or affiliate thereof and any other party under which Parent, Purchaser or the Company (or any of its subsidiaries) could be liable for any Taxes or other claims of any party other than the Company or any subsidiary of the Company. (E) No indebtedness of the Company or any of its subsidiaries consists of "corporate acquisition indebtedness" within the meaning of Section 279 of the Code. (F) Neither the Company nor any of its subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by the Company or any of its subsidiaries, and the Internal Revenue Service has not initiated or proposed any such adjustment or change in accounting method.

Other Tax Matters. (ASchedule 4.14(c)(i) DL 3.13(iii)(A) attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation Seller, its Affiliates or any of its Subsidiaries the Subject Companies for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Closing Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes Taxes of Seller, its Affiliates and the Corporation and its Subsidiaries Subject Companies has been finally completed and the disposition of such audit audits or examinationexaminations (in cases where audits or examinations have been conducted), (3C) the taxable years or other taxable periods of the Corporation Seller, its Affiliates or any of its Subsidiaries the Subject Companies which will not be subject to the normally applicable statute of limitations because of waivers or agreements given by reason Seller, its Affiliates or any of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extendedSubject Companies, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation Seller, its Affiliates or any of its Subsidiaries the Subject Companies which have been proposed or assessed by any taxing authority and not yet finally resolved and (5E) a list of all written notices received by the Corporation Seller, its Affiliates or any of its Subsidiaries the Subject Companies from any taxing authority relating pertaining to the commencement of an audit, asserting a tax liability or directed specifically to any of the Subject Companies, Seller or its Affiliates and raising an issue which could affect the Tax liability of the Corporation Seller, its Affiliates or any of its Subsidiariesthe Subject Companies, which issue has not been finally determined and which, if determined adversely to the Corporation Seller, its Affiliates or any such subsidiariesSubject Companies, could result in a Tax liability.

Other Tax Matters. (Ai) DL 3.13(iii)(A) SCHEDULE 3.14 attached hereto sets forth (1A) each taxable year or other taxable period of the Corporation or any of its Subsidiaries Company for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Closing Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2B) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes of the Corporation and its Subsidiaries Company has been finally completed and the disposition of such audit audits or examinationexaminations, (3C) the taxable years or other taxable periods of the Corporation or any of its Subsidiaries Company which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, except for extensions for the time for the filing of Returns which extensions are permitted by law, (4D) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of its Subsidiaries Company which have been proposed or assessed by any taxing authority and (5E) a list of all notices received by the Corporation or any of its Subsidiaries Company from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of its SubsidiariesCompany, which issue has not been finally determined and which, if determined adversely to the Corporation or any such subsidiariesCompany, could result in a Tax liability.

Other Tax Matters. (i) Section 3.8(c) of the Company Disclosure Schedule sets forth (A) DL 3.13(iii)(A) sets forth for each of the past five taxable years, each federal and state jurisdiction in which the Company or the Company Subsidiary paid, or was obligated to pay, any Taxes, (1B) each taxable year or other taxable period of the Corporation or any of its Subsidiaries Company for which an audit or other examination of Taxes by the appropriate tax authorities of any nation, state or locality is currently in progress (or, to the knowledge or scheduled as of the Corporation, scheduled Execution Date to be conducted) together with the names of the respective tax authorities conducting (or scheduled to conduct) such audits or examinations and a description of the subject matter of such audits or examinations, (2C) the most recent taxable year or other taxable period for which an audit or other examination relating to Federal income taxes Taxes of the Corporation and its Subsidiaries Company has been finally completed and the disposition of such audit audits or examinationexaminations, (3D) the taxable years or other taxable periods of the Corporation or any of its Subsidiaries Company which will not be subject to the normally applicable statute of limitations by reason of the existence of circumstances that would cause any such statute of limitations for applicable Taxes to be extended, (4E) the amount of any proposed adjustments (and the principal reason therefor) relating to any Returns for Tax liability of the Corporation or any of its Subsidiaries Company which have been proposed or assessed by any taxing authority and not satisfied as of the Execution Date and (5F) a list of all notices received by the Corporation or any of its Subsidiaries Company from any taxing authority relating to any issue which could affect the Tax liability of the Corporation or any of its SubsidiariesCompany, which issue has not been finally determined and which, if determined adversely to the Corporation or any such subsidiariesCompany, could would reasonably be expected to result in a Tax liability. (ii) Other than with respect to the Company itself and the Company Subsidiary, the Company has not been included in any “consolidated,” “unitary” or “combined” Return provided for under the law of the United States, any foreign jurisdiction or any state or locality with respect to Taxes for any taxable period for which the statute of limitations has not