Common use of Parent Taxes Clause in Contracts

Parent Taxes. (a) Parent and each Parent Subsidiary have timely filed, or caused to be filed, taking into account any valid extensions of due dates, completely and accurately, in all material respects, all Tax Returns required to be filed by or on behalf of Parent and each Parent Subsidiary with any Tax authority. Such Tax Returns are true, correct and complete in all material respects. Parent and each Parent Subsidiary have paid all Taxes due and owing by Parent and each Parent Subsidiary. (b) Parent and Parent Subsidiaries have collected all sales, use, goods and services or other commodity Taxes required to be collected and remitted or will remit the same to the appropriate Tax authority within the prescribed time periods. Parent and each Parent Subsidiary have timely withheld or paid all federal and state income Taxes, Taxes pursuant to the FICA, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld or paid by Parent and each Parent Subsidiary with respect to any of their respective employees, former employees, directors, officers, residents and non-residents or third parties. (c) There is no Tax deficiency outstanding, proposed or assessed against Parent or any Parent Subsidiary, nor has Parent or any Parent Subsidiary executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (d) No examination of any Tax Return of Parent or any Parent Subsidiary is currently in progress, and neither Parent nor any Parent Subsidiary has received written notice of any (i) pending or proposed audit or examination, (ii) request for information regarding Tax matters, or (iii) notice of deficiency or prepared adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority against Parent or any Parent Subsidiary, and Parent does not expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed. (e) Parent has no liability for unpaid Taxes which has not been accrued for or reserved on the Parent Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to Parent, other than any liability for unpaid Taxes that may have accrued since the date of the Parent Balance Sheet in connection with the operation of the business of Parent and Parent Subsidiaries in the ordinary course. The amount set up as an accrual for Taxes (aside from any reserve for deferred Taxes established to reflect timing differences between book and tax income) in the Parent Balance Sheet is sufficient for the payment of all unpaid Taxes of Parent and any Parent Subsidiary, whether or not disputed, for all periods ended on or prior to the date hereof. (f) Parent has delivered or made available to Company or its legal counsel or accountants true, correct and complete copies of all Tax Returns for Parent and Parent Subsidiaries filed for all periods since the fiscal year ended December 31, 2002, and all such filings were true, correct and complete in all material respects when made. (g) There are (and immediately following the Effective Time there will be) no Encumbrances on the assets of Parent relating to or attributable to Taxes other than Encumbrances for Taxes not yet due and payable. There is no basis for the assertion of any claim relating or attributable to Taxes that, if adversely determined, would result in any Encumbrance for Taxes on the assets of Parent.

Parent Taxes. Except as to matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) Parent and each Parent Subsidiary have timely filed, or caused to be filed, taking into account any valid extensions of due dates, completely and accurately, in all material respects, (i) all Tax Returns that are required to be filed by or on behalf of with respect to Parent and each Parent Subsidiary its Subsidiaries have been timely filed; (ii) all Taxes due with any respect to periods covered by such Tax authority. Such Returns have been timely paid; and (iii) such Tax Returns are in all respects true, correct and complete in all material respects. Parent and each Parent Subsidiary have paid all Taxes due and owing by Parent and each Parent Subsidiary.complete; (b) neither Parent nor any of its Subsidiaries has entered into a written agreement waiving or extending any statute of limitations in respect of any Taxes; (c) Parent and Parent its Subsidiaries have collected all sales, use, goods timely paid or withheld with respect to their respective employees and services or other commodity third Persons (and paid over any amounts withheld to the appropriate Tax authority) Taxes required to be collected and remitted paid or will remit the same to the appropriate Tax authority within the prescribed time periods. Parent and each Parent Subsidiary have timely withheld or paid all federal and state income Taxes, Taxes pursuant to the FICA, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld or paid by Parent and each Parent Subsidiary with respect to any of their respective employees, former employees, directors, officers, residents and non-residents or third parties. (c) There is no Tax deficiency outstanding, proposed or assessed against Parent or any Parent Subsidiary, nor has Parent or any Parent Subsidiary executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.withheld; (d) No examination of any Tax Return of Parent or any Parent Subsidiary is currently no written claim has been made by a Taxing Authority in progress, and a jurisdiction where neither Parent nor any Parent Subsidiary has received written notice of any (i) pending or proposed audit or examination, (ii) request for information regarding its Subsidiaries file Tax matters, or (iii) notice of deficiency or prepared adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority against Returns that Parent or any Parent Subsidiary, and Parent does not expect any authority one of its Subsidiaries is or may be subject to assess any additional Taxes for any period for which Tax Returns have been filed.taxation by such jurisdiction; (e) no audits or other examinations with respect to Taxes of Parent has no liability for unpaid Taxes which has not or its Subsidiaries are presently in progress or have been accrued for or reserved on the Parent Balance Sheet in accordance with GAAP, whether asserted or unassertedproposed in writing; (f) there are no Liens for Taxes (other than Permitted Liens) on any of the assets of Parent or its Subsidiaries; (g) other than with respect to a Tax Return for which the statute of limitations has expired, contingent neither Parent nor any of its Subsidiaries (i) is a party to or otherwisebound by, which is material to Parentany Tax sharing, allocation or indemnification agreement or obligation, other than any liability for unpaid Taxes that may have accrued since the date of the Parent Balance Sheet in connection with the operation of the business of Parent and Parent Subsidiaries such agreement or obligation entered into in the ordinary course. The amount set up as an accrual for course of business the primary purpose of which is unrelated to Taxes or (aside from ii) has any reserve for deferred Taxes established to reflect timing differences between book and tax income) in the Parent Balance Sheet is sufficient liability for the payment of all unpaid Taxes of any Person other than Parent and or any of its Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign income Tax law) or as a transferee or successor; (h) neither Parent Subsidiary, whether nor any of its Subsidiaries has participated or not disputed, for all periods ended engaged in any transaction that constitutes a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); (i) during the two-year period ending on or prior to the date hereof., neither Parent nor any of its Subsidiaries was a distributing corporation or a controlled corporation in a transaction intended to be governed in whole or in part by Section 355 of the Code; and (fj) Parent has delivered to the knowledge of the Parent, there are no facts, circumstances or made available plans that, either alone or in combination, would reasonably be expected to Company or its legal counsel or accountants trueprevent the Merger, correct and complete copies of all Tax Returns for Parent and Parent Subsidiaries filed for all periods since together with the fiscal year ended December 31Follow-On Merger, 2002, and all such filings were true, correct and complete in all material respects when made. (g) There are (and immediately following the Effective Time there will be) no Encumbrances on the assets of Parent relating to or attributable to Taxes other than Encumbrances for Taxes not yet due and payable. There is no basis from qualifying for the assertion of any claim relating or attributable to Taxes that, if adversely determined, would result in any Encumbrance for Taxes on the assets of ParentIntended Tax Treatment.