Common use of Tax and Other Liabilities Clause in Contracts

Tax and Other Liabilities. Xxxxx has no liability, of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local or foreign taxes and liabilities to customers or suppliers, other than the following: (1) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and (2) Other liabilities arising in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx or any provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes on the Xxxxx Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxx, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last Balance Sheet Date or now in effect, for the period ended on that date and for all fiscal years prior thereto. Xxxxx has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has paid (or has established on the Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to LGA a true and correct copy so initialed of any report as to adjustments received by Xxxxx from any taxing authority during the past five years and a statement, so initialed, as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx has no liability, The Company does not have any present liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a Material Adverse Effect upon the Company, other than the following: (1) i. Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company Last Balance Sheet") Sheet as of March 31, 2004, ("Xxxxx the Company's Last Balance Sheet Date") referred to , in Section 2(d); accordance with GAAP, and (2) ii. Other liabilities arising since the Company's Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Company's or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company's Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Company's Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx The Company has filed all federal, state, local, and foreign applicable tax returns required to be filed by itit or has obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Company's Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA the Company a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx The Company has no liability, liability of any nature, accrued or contingent, including, without limitation, liabilities for U.S. federal, state, or local taxes, or any other foreign taxes or any penalties, interest, and additions to taxes (collectively, "Taxes") and liabilities to customers or suppliers, other than the following: : (1a) Liabilities liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Balance Sheet"; and (b) as of March 31, 2004, ("Xxxxx other liabilities arising since the Last Balance Sheet Date") referred Date and prior to in Section 2(d); and (2) Other liabilities arising the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Sellers or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes Taxes on the Xxxxx Last Balance Sheet are sufficient for adequately reflect all accrued and unpaid federal, state, local, and foreign taxes Taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx The Company has filed all federalU.S. Federal, state, local, or local and foreign tax returns required to be filed by it; has delivered to LGA Purchaser a true and correct copy thereof initialed by of each such return which was filed in the chief executive officer of Xxxxx; past three (3) years, and has paid (or has established on the Last Balance Sheet a reserve for) all taxesTaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to LGA a true and correct copy so initialed of any report as to adjustments received by Xxxxx from any taxing authority during the past five years and a statement, so initialed, as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx has no liability, The Company does not have any present -------------------------- liability of any nature, accrued or contingent, of the type required to be reflected on a balance sheet or in appropriate footnotes prepared in accordance with GAAP, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a Material Adverse Effect upon the Company, other than the following: (1) i. Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company's Last Balance Sheet") as ; and ii. Other liabilities arising since the date of March 31, 2004, ("Xxxxx the Company's Last Balance Sheet Date") referred and prior to in Section 2(d); and (2) Other liabilities arising the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Company or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx date of the Company's Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx The Company has filed all federal, state, local, and foreign applicable tax returns required to be filed by itit or has obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Company Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA Sportan a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx Neither Seller nor any Seller Subsidiary has no liability, any liability of any nature, accrued or contingent, including, including without limitation, limitation liabilities for federal, state, local or foreign taxes Taxes and liabilities to customers or suppliers, other than the following: (1a) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Seller Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and (2b) Other liabilities arising since the Last Seller Balance Sheet Date and prior to the Closing (as defined in Section 4.02) in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx Seller or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes Taxes on the Xxxxx Last Seller Balance Sheet are sufficient for all accrued and material unpaid federal, state, local, Taxes of Seller and foreign taxes of Xxxxxthe Seller Subsidiaries, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last Seller Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx . Each of Seller and each of the Seller Subsidiaries has filed all material federal, state, local, and foreign tax returns Tax Returns required to be filed by itit or has filed an extension with respect thereto; has delivered to LGA the Purchaser a true and correct copy thereof initialed by of each such return which was filed from inception as a Washington corporation through the chief executive officer of Xxxxxyear ended December 31, 1998; has paid (or has established on the Last Seller Balance Sheet a reserve for) all taxesTaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to LGA the Purchaser a true and correct copy so initialed of any report as to adjustments received by Xxxxx it from any taxing authority during the past five four years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatenedor to the Seller's knowledge, or in prospect threatened with respect to any of those reports such report or the subject matter of those reportssuch report. Except as disclosed in Schedule 2.04, (i) no agreement extending the time for assessment of any Taxes has been granted that currently is in effect, (ii) no protests are pending with respect to any Taxes, and (iii) there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Xxxxx has no liabilityExcept as set forth on Exhibit 2.4, the Company does not have any present liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a Material Adverse Effect upon the Company, other than the following: (1a) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company Last Balance Sheet") Sheet as of March 31, 2004, ("Xxxxx the Company Last Balance Sheet Date") referred to in Section 2(d); and (2b) Other liabilities arising since the Company Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx Company or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Company Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx The Company has filed all federal, state, local, and foreign applicable tax returns required to be filed by itit or has obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Company Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA the Company a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx Acquired Corporation has no liability, liability of any nature, accrued or contingent, including, including without limitation, limitation liabilities for federal, state, local local, or foreign taxes and penalties, interest, and additions to tax ("TAXES") and liabilities to customers or suppliers, other than the following: (1) 4.4.1 Liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") and the notes thereto referred to in Section 2(d)5.3; and (2) 4.4.2 Other liabilities arising since December 31, 1995 and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx any Seller or any other provision of this AgreementAgreement and which are reflected on the balance sheets and/or profit and loss statements delivered pursuant to Section 5.3 hereof. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes Taxes on the Xxxxx Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes Taxes of XxxxxAcquired Corporation, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last Closing Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx The execution, delivery, and performance of this Agreement by Acquired Corporation will not cause any Taxes to be payable (other than by Seller) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Tax (other than on the properties or assets of Seller). Acquired Corporation has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to LGA the Purchaser a true and correct copy thereof initialed of each such return which was filed since its incorporation, initialled by the chief executive officer of XxxxxAcquired Corporation; has paid (or has established on the Balance Sheet a reserve for) all taxesTaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to LGA the Purchaser a true and correct copy copy, so initialed initialled, of any report as to adjustments received by Xxxxx it from any taxing authority during the past five years since its incorporation and a statement, so initialedinitialled, as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports such report or the subject matter of those reportssuch report. Acquired Corporation has validly elected and at all times validly maintained its status as a Subchapter S corporation in accordance with all applicable laws and regulations.

Tax and Other Liabilities. Xxxxx has no liability, MTHC does not have any material liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local local, or foreign taxes and penalties, interest, and additions to tax ("Taxes"), and liabilities to customers or suppliers, other than the following: (1i) Liabilities for which full provision has been made on the balance sheet and the notes thereto (the "Xxxxx Last MTHC Balance Sheet") as of March 31June 30, 2004, 2005 (the "Xxxxx Last MTHC Balance Sheet Date") referred to in Section 2(d2.01(c); and (2ii) Other liabilities arising since the Last MTHC Balance Sheet Date and prior to Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx MTHC or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes Taxes on the Xxxxx Last MTHC Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes Taxes of XxxxxMTHC, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last MTHC Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx The execution, delivery, and performance of this Agreement by MTHC will not cause any Taxes to be payable (other than those that may possibly be payable by the iTechexpress Shareholders as a result of the contribution of their shares of iTechexpress Capital Stock to MHTC) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the iTechexpress Shareholders. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of MTHC for all taxable years up to and including the taxable year ended December 31, 1998. MTHC has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to LGA the iTechexpress Shareholders a true and correct copy thereof initialed by of each such return which was filed in the chief executive officer of Xxxxxpast six years; has paid (or has established on the Last MTHC Balance Sheet a reserve for) all taxesTaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to LGA the iTechexpress Shareholders a true and correct copy so initialed of any report as to adjustments received by Xxxxx it from any taxing authority during the past five six years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports such report or the subject matter of those reportssuch report.

Tax and Other Liabilities. Xxxxx has no liability, REDOX does not have any material liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local local, or foreign taxes and penalties, interest, and additions to tax ("TAXES"), and liabilities to customers or suppliers, other than the following: (1i) Liabilities for which full provision has been made as set forth on the balance sheet ("Xxxxx Last Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") referred to in Section 2(d)REDOX Disclosure Letter; and (2ii) Other liabilities arising liabilities, other than as disclosed on the REDOX Disclosure Letter, incurred prior to Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx REDOX or any other provision of this Agreement. Without limiting The execution, delivery, and performance of this Agreement by REDOX will not cause any Taxes to be payable (other than those that may possibly be payable by the generality Midnight Shareholders as a result of the foregoingcontribution of their shares of Midnight Capital Stock to REDOX) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the amounts set up as provisions for taxes nonpayment of any Taxes other than on the Xxxxx Last Balance Sheet are sufficient properties or assets of the Midnight Shareholders. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of REDOX for all accrued taxable years up to and unpaid federalincluding the taxable year ended December 31, state, local, and foreign taxes of Xxxxx, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last Balance Sheet Date or now in effect, for the period ended on that date and for all fiscal years prior thereto1997. Xxxxx REDOX has filed all federal, state, local, and foreign tax returns required to be filed by itit or has no taxes due thereunder for reports not filed; has delivered to LGA the Midnight Shareholders a true and correct copy thereof initialed by of each such return which was filed in the chief executive officer of Xxxxxpast six years; has paid (or has established on the Balance Sheet a reserve for) all taxesTaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to LGA the Midnight Shareholders a true and correct copy so initialed of any report as to adjustments received by Xxxxx it from any taxing authority during the past five six years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports such report or the subject matter of those reportssuch report.

Tax and Other Liabilities. Xxxxx has no liability, The Company does not have any present liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a Material Adverse Effect upon the Company, other than the following: (1i) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company Last Balance Sheet") Sheet as of March 31, 2004, ("Xxxxx the Company Last Balance Sheet Date") referred to in Section 2(d); and (2ii) Other liabilities arising since the Company Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Company or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Company Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx All due tax liability is made and kept current by the Company as of the Closing. The Company has filed all federal, state, local, and foreign applicable tax returns required to be filed by itit or has obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Company Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA the Company a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx has (a) Except as set forth in Schedule 2.4(a), the Companies have no liabilityliability in excess of $5,000, individually or in the aggregate, of any nature, accrued or contingent, including, including without limitation, limitation liabilities for federal, state, local or foreign taxes Taxes (as defined in Section 2.4(c)) and liabilities to customers or suppliers, required by GAAP to be reflected on a balance sheet or in notes thereto, other than the following: (1i) Liabilities for which full provision has been made as set forth or reflected on the each respective Company's balance sheet (the "Xxxxx Last Balance Sheet") as of March 31September 30, 2004, 1998 (the "Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and; (2ii) Other liabilities arising since the Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Seller or any other provision of this Agreement. ; and (iii) Liabilities disclosed in this Agreement or in any Schedule hereto or in any materials furnished to the Purchaser pursuant to this Agreement. (b) Without limiting the generality of Section 2.4(a) and except as set forth on Schedule 2.4(b): (i) The Companies and any combined, consolidated, unitary, or affiliated group of which the foregoingCompanies are or have been a member prior to the Closing Date: (i) have paid all Taxes (as defined in Section 2.4(c)) required to be paid on or prior to the Closing Date (including, without limitation, payments of estimated Taxes) for which the amounts Companies could be held liable, except for Taxes which are being contested in good faith and by appropriate proceedings as set up as provisions for taxes on the Xxxxx Last Balance Sheet are sufficient for forth in Schedule 2.4(b)(i); and (ii) have accurately and timely filed (or filed an extension for), all accrued and unpaid federal, state, local, and foreign taxes Tax Returns (as defined in Section 2.4(c)), reports, and forms with respect to the Taxes required to be filed by them on or before the Closing Date; (ii) The amount set up as provisions for Taxes on each Company's Last Balance Sheet is sufficient in all material respects for all accrued and unpaid Taxes of Xxxxxthe respective Companies, whether or not due and payable and whether or not disputedin dispute, under tax laws, applicable laws relating to Taxes as in effect on the Xxxxx Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx ; (iii) Except as set forth in Schedule 2.4(b)(iii), with respect to each taxable period of each of the Companies, either such taxable period has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to LGA a true and correct copy thereof initialed been audited by the chief executive officer Internal Revenue Service or other appropriate taxing authority or the time for assessing or collecting Tax with respect to such taxable period has closed and such taxable period is no longer subject to review; (iv) No deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Xxxxx; Tax has paid (or has established on the Balance Sheet a reserve for) all taxesbeen proposed, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, incomeasserted, or franchises which are due and payable; and has delivered to LGA a true and correct copy so initialed of any report as to adjustments received assessed by Xxxxx from any taxing authority during the past five years and a statement, so initialed, as to any litigation, governmental or other proceeding (formal or informal)against, or investigation with respect to the activities of each of the Companies; (v) None of the Companies has consented to extend the time in which any Tax may be assessed or collected by a taxing authority; (vi) None of the Companies has requested or been granted an extension of time for filing any Tax Return to a date later than the Closing Date; (vii) There is no action, suit, taxing authority proceeding, or audit now in progress, pending, threatened, or in prospect threatened against or with respect to any of those reports the Companies with respect to any Tax assessment or deficiency; (viii) None of the Companies is or has been a member of an affiliated group as defined in Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code"), or filed or been included in a combined, consolidated, or unitary Tax Return; (ix) No claim has ever been made by a taxing authority in a jurisdiction where any of the Companies does not pay Tax or file Tax Returns that any of the Companies may be subject matter to the Taxes assessed by such jurisdiction; (x) The Companies have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor, or other party; (xi) Schedule 2.4(b)(xi) contains a list setting forth all the states, territories, or jurisdictions, if any, in which any of those reports.the Companies is required to file a Tax Return relating to their operations;

Tax and Other Liabilities. Xxxxx (a) XXXXXX CAPITAL has no liability, liability of any nature, accrued or contingent, including, including without limitation, limitation liabilities for federal, state, local or foreign taxes Taxes (as defined in Section 2.4(f)) and liabilities to customers or suppliers, other than the following: (1b) Liabilities for which full provision has been made on the balance sheet (the "Xxxxx Last Balance Sheet") as of March 31[June 30, 2004, 1997] (the "Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and (2c) Other liabilities arising since the Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx any Seller or any other provision of this Agreement. . (d) Without limiting the generality of Section 2.4(a): (i) XXXXXX CAPITAL and any combined, consolidated, unitary or affiliated group of which XXXXXX CAPITAL is or has been a member prior to the foregoingClosing Date: (i) has paid all Taxes required to be paid on or prior to the Closing Date (including, without limitation, payments of estimated Taxes) for which XXXXXX CAPITAL could be held liable, except for Taxes which are being contested in good faith and by appropriate proceedings; and (ii) has accurately and timely filed (or filed an extension for), all federal, state, local, and foreign tax returns, reports, and forms with respect to such taxes required to be filed by them on or before the amounts Closing Date. (ii) The amount set up as provisions for taxes Taxes on the Xxxxx Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes Taxes of XxxxxXXXXXX CAPITAL, whether or not due and payable and whether or not disputedin dispute, under tax laws, laws as in effect on the Xxxxx Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx . (e) There is no material dispute or claim concerning any liability for Taxes of XXXXXX CAPITAL either (i) claimed or raised by any authority in writing, or (ii) as to which XXXXXX CAPITAL has filed knowledge based upon personal contact with any agent of such authority. (f) Schedule 2.4 sets forth all federal, state, locallocal and foreign income tax returns filed with respect to XXXXXX CAPITAL for taxable periods on or after January 1, 1994 ("Tax Returns"), indicates those Tax Returns that currently are subject to audit. XXXXXX CAPITAL has delivered or made available to Purchaser complete and correct copies of all Tax Returns, examination reports, and foreign statements of deficiencies assessed against, or agreed to by XXXXXX CAPITAL since January 1, 1994. XXXXXX CAPITAL has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. (g) XXXXXX CAPITAL has not filed a consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code"). XXXXXX CAPITAL has not made any payments, is not obligated to make any payments, nor is a party to any agreement that under certain circumstances could obligate it to make any payment that will not be deductible under Section 280G of the Code. XXXXXX CAPITAL will not have any liability on or after the Closing Date pursuant to any tax returns required to be filed by it; sharing or tax allocation agreement. XXXXXX CAPITAL has delivered to LGA a true and correct copy thereof initialed by no liability for the chief executive officer Taxes of Xxxxx; has paid any other person under Treasury Regulation 1.1502-6 (or has established on the Balance Sheet any similar provision of state, local or foreign law), as a reserve fortransferee or successor, by contract, or otherwise. (h) For purposes of this Agreement, "Taxes" shall mean all federal, state, local or foreign taxes, assessments, and other governmental charges duties which are payable or remittable by it XXXXXX CAPITAL or levied upon it XXXXXX CAPITAL or its propertiesany property of XXXXXX CAPITAL, or levied with respect to either of their assets, franchises, income, receipts, including, without limitation, import duties, excise, franchise, gross receipts, utility, real property, capital, personal property, withholding, FICA, unemployment compensation, sales or franchises which are due and payable; and has delivered to LGA a true and correct copy so initialed of any report as to adjustments received by Xxxxx from any taxing authority during the past five years and a statementuse, so initialed, as to any litigationwithholding, governmental charges (whether or other proceeding (formal or informalnot requiring the filing of a return), or investigation pendingand all additions to tax, threatened, or in prospect with respect to any of those reports or the subject matter of those reportspenalties and interest relating thereto.

Tax and Other Liabilities. Xxxxx Neither the Seller nor any Subsidiary has no liability, any liability of any nature, accrued whether accrued, absolute, known, unknown, contingent or contingentotherwise, including, including without limitation, limitation liabilities for federal, state, local local, or foreign taxes and penalties, interest, and additions to tax ("Taxes") and liabilities to customers or suppliers, other than the following: (1i) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Unaudited Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and (2ii) Other liabilities arising since the Reference Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx or any provision of the Seller set forth in this AgreementArticle II. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes Taxes on the Xxxxx Last Unaudited Balance Sheet are sufficient for all accrued and unpaid federal, state, local, Taxes of the Seller and foreign taxes of Xxxxxthe Subsidiaries, whether or not due and payable and whether or not disputed, under tax laws, as in effect on September 30, 1997 (the Xxxxx Last "Unaudited Balance Sheet Date or now in effectDate"), for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx Each of Seller and each of the Subsidiaries has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to LGA the Purchaser a true and correct copy thereof initialed by of each such return which was filed in the chief executive officer of Xxxxxpast three years; has paid (or has established on the Unaudited Balance Sheet a reserve for) all taxesTaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable, in each case as of the Reference Date; and has delivered to LGA the Purchaser a true and correct copy so initialed of any report as to adjustments received by Xxxxx it from any taxing authority during the past five three years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports such report or the subject matter of those reportssuch report. Except as set forth in Schedule 2.1(d), neither the Seller nor any Subsidiary is a party to any contract or commitment to guarantee the payment or performance of any liability or other obligation by any other Person, or pursuant to which the Seller or any Subsidiary is or may become liable for the indebtedness or other obligations of any other Person. Except as set forth on Schedule 2.1(d), Seller is not a party to any currently effective tax sharing agreement or arrangement or a control person for tax purposes of any Person other than the Subsidiaries.

Tax and Other Liabilities. Xxxxx (a) Except as disclosed on Schedule 2.04, EWI has no liability, liability of any nature, accrued or contingent, including, without limitation, liabilities for payroll and other employee taxes, federal, state, local local, or foreign taxes and or liabilities to customers or suppliers, other than liabilities which are reflected on the following:Closing Balance Sheet. (1b) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and (2) Other liabilities arising in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx or any provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions reserved for taxes on the Xxxxx Last Closing Balance Sheet are sufficient for all accrued and unpaid federal, state, local, employee-related and foreign taxes of XxxxxEWI, whether or not due and payable and whether or not disputed, under tax laws, as laws in effect on the Xxxxx Last Balance Sheet Closing Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx EWI has filed all payroll and other federal, state, local, and foreign tax returns required to be filed by it; has delivered to LGA the Purchaser a true and correct copy thereof initialed by the chief executive officer of Xxxxxthereof; has paid (or has established on the Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to LGA the Purchaser a true and correct copy so initialed of any report as to any audit or adjustments received by Xxxxx EWI (or any of EWI's officers concerning EWI) from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or audit or investigation pending, threatened, or in prospect with respect to any of those reports such report or the subject matter of those reportssuch report. (c) The Closing Balance Sheet contains an adequate reserve for vendor or supplier invoices in process, including any taxes or expenses in connection with this transaction which are to be paid or charged to EWI. (d) EWI has engaged in no act, omission, ownership or operation of a property or facility or contractual or professional performance prior to the Effective Time which will render it liable in the future for personal, economic, environmental, or natural resource damage, except as may be set forth in Schedule 2.05.

Tax and Other Liabilities. Xxxxx has no liability, Seller does not have any present liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a material adverse effect upon Seller, other than the following: (1a) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Seller Last Balance Sheet") Sheet as of March 31, 2004, ("Xxxxx the Seller Last Balance Sheet Date") referred to in Section 2(d); and (2b) Other liabilities arising since the Seller Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx Seller or any other provision of this Agreement. (c) Liabilities to customers and suppliers identified herein. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Seller Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of XxxxxSeller, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Seller Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx Seller has filed all federal, state, local, and foreign applicable tax returns required to be filed by itit or has obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Seller Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA Seller a true and correct copy so initialed of any report as to adjustments received by Xxxxx Seller from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx has no liabilityExcept as set forth on Exhibit 2.4, neither the Company nor the Company Subs have any present liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a Material Adverse Effect upon the Company or the Company Subs, other than the following: (1a) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company Last Balance Sheet") Sheet as of March 31, 2004, ("Xxxxx the Company Last Balance Sheet Date") referred to in Section 2(d); and (2b) Other liabilities arising since the Company Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx Company or the Company Subs or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxthe Company and the Company Subs, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Company Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx has The Company and the Company Subs have filed all federal, state, local, and foreign applicable tax returns required to be filed by itthem or have obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Company Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA EDG a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company or the Company Subs from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx (a) SPC has no liability, known liability of any nature, accrued or contingent, including, including without limitation, limitation liabilities for federal, state, local or foreign taxes Taxes (as defined in Section 2.4(f) and liabilities to customers or suppliers, other than the following: (1i) Liabilities for which full provision has been made on the balance sheet (the "Xxxxx Last Balance Sheet") as of March December 31, 2004, 1999 (the "Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and and (2ii) Other liabilities arising since the Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not materially inconsistent with the representations and warranties of Xxxxx any Shareholder or any other provision of this Agreement. . (b) Without limiting the generality of Section 3.4(a), SPC states: (i) The Company and any combined, consolidated, unitary or affiliated group of which the foregoingCompany is or has been a member prior to the Closing Date: (i) has paid all Taxes required to be paid on or prior to the Closing Date (including, without limitation, payments of estimated Taxes) for which the amounts Company could be held liable, except for Taxes which are being contested in good faith and by appropriate proceedings; and (ii) has accurately and timely filed (or filed an extension for), all federal, state, local, and foreign tax returns, reports, and forms with respect to such taxes required to be filed by them on or before the Closing Date. (ii) The amount set up as provisions for taxes Taxes on the Xxxxx Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes Taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputedin dispute, under tax laws, laws as in effect on the Xxxxx Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx . (iii) There is no material dispute or claim concerning any liability for Taxes of the Company either (i) claimed or raised by any authority in writing, or (ii) as to which the Company has filed knowledge based upon personal contact with any agent of such authority. (c) Exhibit "D" sets forth all federal, state, locallocal and foreign income tax returns filed with respect to SPC for taxable periods on or after January 1, 1996 ("Tax Returns"), indicates those Tax Returns that currently are subject to audit. SPC has delivered or made available to PCI complete and correct copies of all Tax Returns, examination reports, and foreign tax returns required statements of deficiencies assessed against, or agreed to be filed by it; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer Company since January 1, 1996. SPC has not waived any statute of Xxxxx; limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. (d) SPC has paid not filed a consent under Section 341(f) of the Internal Revenue Code (the "Code"). The Merging Companies have not made any payments, nor is it obligated to make any payments, nor is a party to any agreement that under certain circumstances could obligate it to make any payment that will not be deductible under Section 280G of the Code. The Merging Companies will not have any liability on or after the Closing Date pursuant to any tax sharing or tax allocation agreement. Each SPC has no liability for the Taxes of any other person under Treasury Regulation 1.1502- 6 (or has established on the Balance Sheet any similar provision of state, local or foreign law), as a reserve fortransferee or successor, by contract, or otherwise. (e) For purposes of this Agreement, "Taxes" shall mean all federal, state, local or foreign taxes, assessments, and other governmental charges duties which are payable or remittable by it the Company or levied upon it the Company or any property of the Company, or levied with respect to its propertiesassets, assetsfranchises, income, receipts, including, without limitation, import duties, excise, franchise, gross receipts, utility, real property, capital, personal property, withholding, FICA, unemployment compensation, sales or franchises which are due and payable; and has delivered to LGA a true and correct copy so initialed of any report as to adjustments received by Xxxxx from any taxing authority during the past five years and a statementuse, so initialed, as to any litigationwithholding, governmental charges (whether or other proceeding (formal or informalnot requiring the filing of a return), or investigation pendingand all additions to tax, threatened, or in prospect with respect to any of those reports or the subject matter of those reportspenalties and interest relating thereto.

Tax and Other Liabilities. Xxxxx has no liability, The Company does not have any present liability of any nature, accrued or contingent, of the type required to be reflected on a balance sheet or in appropriate footnotes prepared in accordance with GAAP, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a Material Adverse Effect upon the Company, other than the following: (1) i. Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company’s Last Balance Sheet") as ; and ii. Other liabilities arising since the date of March 31, 2004, ("Xxxxx the Company’s Last Balance Sheet Date") referred and prior to in Section 2(d); and (2) Other liabilities arising the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Company or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx date of the Company’s Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx The Company has filed all federal, state, local, and foreign applicable tax returns required to be filed by itit or has obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Company Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA Dragon Gold a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx (a) WAIG has no liability, liability of any nature, accrued or contingent, including, including without limitation, limitation liabilities for federal, state, local or foreign taxes Taxes (as defined in Section 2.4(f)) and liabilities to customers or suppliers, other than the following: (1b) Liabilities for which full provision has been made on the balance sheet (the "Xxxxx Last Balance Sheet") as of March 31, 2004, 1997 (the "Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and (2c) Other liabilities arising since the Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx any Seller or any other provision of this Agreement. . (d) Without limiting the generality of Section 2.4(a): (i) WAIG and any combined, consolidated, unitary or affiliated group of which WAIG is or has been a member prior to the foregoingClosing Date: (i) has paid all Taxes required to be paid on or prior to the Closing Date (including, without limitation, payments of estimated Taxes) for which WAIG could be held liable, except for Taxes which are being contested in good faith and by appropriate proceedings; and (ii) has accurately and timely filed (or filed an extension for), all federal, state, local, and foreign tax returns, reports, and forms with respect to such taxes required to be filed by them on or before the amounts Closing Date. (ii) The amount set up as provisions for taxes Taxes on the Xxxxx Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes Taxes of XxxxxWAIG, whether or not due and payable and whether or not disputedin dispute, under tax laws, laws as in effect on the Xxxxx Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx . (e) There is no material dispute or claim concerning any liability for Taxes of WAIG either (i) claimed or raised by any authority in writing, or (ii) as to which WAIG has filed knowledge based upon personal contact with any agent of such authority. (f) Schedule 2.4 sets forth all federal, state, locallocal and foreign income tax returns filed with respect to WAIG for taxable periods on or after January 1, 1994 ("Tax Returns"), indicates those Tax Returns that currently are subject to audit. WAIG has delivered or made available to Purchaser complete and correct copies of all Tax Returns, examination reports, and foreign statements of deficiencies assessed against, or agreed to by WAIG since January 1, 1994. WAIG has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. (g) WAIG has not filed a consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code"). Neither WAIG has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payment that will not be deductible under Section 280G of the Code. WAIG will not have any liability on or after the Closing Date pursuant to any tax returns required to be filed by it; sharing or tax allocation agreement. Neither WAIG has delivered to LGA a true and correct copy thereof initialed by any liability for the chief executive officer Taxes of Xxxxx; has paid any other person under Treasury Regulation 1.1502-6 (or has established on the Balance Sheet any similar provision of state, local or foreign law), as a reserve fortransferee or successor, by contract, or otherwise. (h) For purposes of this Agreement, "Taxes" shall mean all federal, state, local or foreign taxes, assessments, and other governmental charges duties which are payable or remittable by it WAIG or levied upon it WAIG or its propertiesany property of WAIG, or levied with respect to either of their assets, franchises, income, receipts, including, without limitation, import duties, excise, franchise, gross receipts, utility, real property, capital, personal property, withholding, FICA, unemployment compensation, sales or franchises which are due and payable; and has delivered to LGA a true and correct copy so initialed of any report as to adjustments received by Xxxxx from any taxing authority during the past five years and a statementuse, so initialed, as to any litigationwithholding, governmental charges (whether or other proceeding (formal or informalnot requiring the filing of a return), or investigation pendingand all additions to tax, threatened, or in prospect with respect to any of those reports or the subject matter of those reportspenalties and interest relating thereto.

Tax and Other Liabilities. Xxxxx has no liability, The Company does not have any present liability of any nature, accrued or contingent, of the type required to be reflected on a balance sheet or in appropriate footnotes prepared in accordance with GAAP, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a Material Adverse Effect upon the Company, other than the following: (1) i. Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company Last Balance Sheet") Sheet as of March 31, 2004, ("Xxxxx the Company Last Balance Sheet Date") referred to in Section 2(d); and (2) ii. Other liabilities arising since the Company Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Company or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Company Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx The Company has filed all federal, state, local, and foreign applicable tax returns required to be filed by itit or has obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Company Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA AMED a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx has no liability, The Purchaser does not have any material liability of any nature, accrued or contingent, including, without limitation, liabilities for federalTaxes, state, local or foreign taxes and liabilities to customers or suppliers, other than the following: (1i) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Balance Sheet") as of March 31, 2004, ("Xxxxx Last Purchaser Balance Sheet Date") and referred to in Section 2(d2.01(c); and (2ii) Other liabilities arising since the Last Purchaser Balance Sheet Date and prior to Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx Purchaser or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes Taxes on the Xxxxx Last Purchaser Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes Taxes of XxxxxPurchaser, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last Purchaser Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of the Purchaser for all taxable years up to and including the taxable year ended December 31, 1998. The Purchaser has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered made available to LGA a the Seller true and correct copy thereof initialed by of each such return which was filed in the chief executive officer of Xxxxxpast six years; has paid (or has established on the Last Purchaser Balance Sheet a reserve for) all taxesTaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered made available to LGA the Seller a true and correct copy so initialed of any report as to adjustments received by Xxxxx it from any taxing authority during the past five six years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports such report or the subject matter of those reportssuch report.

Tax and Other Liabilities. Xxxxx has no liability, The Company does not have any present liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a Material Adverse Effect upon the Company, other than the following: (1) i. Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company's Last Balance Sheet") Sheet as of March 31, 2004, ("Xxxxx the Company's Last Balance Sheet Date") referred to in Section 2(d); and (2) ii. Other liabilities arising since the Company's Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Company or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company's Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Company's Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx The Company has filed all federal, state, local, and foreign applicable tax returns required to be filed by itit or has obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Company's Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA the Company a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx Neither DASI nor any of its Subsidiaries has no liability, any liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, other than the following: (1a) Liabilities for which full provision has been made on the balance sheet ("Xxxxx DASI Consolidated Last Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and (2b) Other liabilities arising since the DASI Consolidated Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx DASI or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx DASI Consolidated Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of XxxxxDASI and its Subsidiaries, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx DASI Consolidated Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx Each of DASI and its Subsidiaries has filed all federal, state, local, and foreign applicable tax returns required to be filed by it; it or has delivered obtained applicable extensions and is not delinquent with respect to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxxsuch extensions; has paid (or has established on the DASI Consolidated Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has delivered to LGA the Company a true and correct copy so initialed of any report as to adjustments received by Xxxxx DASI or any of its Subsidiaries from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx has no liability, The Company does not have any present liability of any nature, accrued or contingent, for the period prior to the date hereof, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which will have a Material Adverse Effect upon the Company, other than the following: (1) i. Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company's Last Balance Sheet") Sheet as of March 31, 2004, ("Xxxxx the Company's Last Balance Sheet Date") referred to in Section 2(d); and (2) ii. Other liabilities arising since the Company Last Balance Sheet Date and prior to the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Company or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company's Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxowed by the Company, whether or not due and payable prior to or after such date and whether or not disputed, under tax laws, as in effect on the Xxxxx Company's Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx The Company has filed all federal, state, local, and foreign applicable tax returns required to be filed by it; it or has delivered obtained applicable extensions and is not delinquent with respect to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxxsuch extensions; has paid (or has established on the Company's Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable on or prior to the date hereof and has delivered to LGA the Company a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx has no liability, The Company does not have any present liability of any nature, accrued or contingent, of the type required to be reflected on a balance sheet or in appropriate footnotes prepared in accordance with GAAP, including, without limitation, liabilities for federal, state, local local, or foreign taxes and liabilities to customers or suppliers, which could have a Material Adverse Effect upon the Company, other than the following: (1) i. Liabilities for which full provision has been made on the balance sheet ("Xxxxx Company's Last Balance Sheet") as ; and ii. Other liabilities arising since the date of March 31, 2004, ("Xxxxx the Company's Last Balance Sheet Date") referred and prior to in Section 2(d); and (2) Other liabilities arising the Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx the Company or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up forth as provisions for taxes on the Xxxxx Company Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxxthe Company, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx date of the Company's Last Balance Sheet Date or now in effect, for the period ended on that such date and for all fiscal years prior thereto. Xxxxx The Company has filed all federal, state, local, and foreign applicable tax returns required to be filed by itit or has obtained applicable extensions and are not delinquent with respect to such extensions; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has have paid (or has have established on the Company Last Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises franchises, which are due and payable; payable and has have delivered to LGA Process a true and correct copy so initialed of any report as to adjustments received by Xxxxx the Company from any taxing authority during the past five years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.

Tax and Other Liabilities. Xxxxx Neither the Seller nor any Subsidiary has no liability, any liability of any nature, accrued whether accrued, absolute, known, unknown, contingent or contingentotherwise, including, including without limitation, limitation liabilities for federal, state, local local, or foreign taxes and penalties, interest, and additions to tax ( Taxes ) and liabilities to customers or suppliers, other than the following: (1i) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Unaudited Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and (2ii) Other liabilities arising since the Reference Date and prior to the First Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx or any provision of this Agreementthe Seller set forth in Section 4.1. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes Taxes on the Xxxxx Last Unaudited Balance Sheet are sufficient for all accrued and unpaid federal, state, local, Taxes of the Seller and foreign taxes of Xxxxxthe Subsidiaries, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last Unaudited Balance Sheet Date or now in effectDate, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx Each of Seller and each of the Subsidiaries has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to LGA the Purchaser a true and correct copy thereof initialed by of each such return which was filed in the chief executive officer of Xxxxxpast three years; has paid (or has established on the Unaudited Balance Sheet a reserve for) all taxesTaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable, in each case as of the Reference Date; and has delivered to LGA the Purchaser a true and correct copy so initialed of any report as to adjustments received by Xxxxx it from any taxing authority during the past five three years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports such report or the subject matter of those reportssuch report. Except as set forth in Schedule 4.1(d), neither the Seller nor any Subsidiary is a party to any contract or commitment to guarantee the payment or performance of any liability or other obligation by any other Person, or pursuant to which the Seller or any Subsidiary is or may become liable for the indebtedness or other obligations of any other Person. Except as set forth on Section 4.1(d), Seller is not a party to any currently effective tax sharing agreement or arrangement or a control person for tax purposes of any Person other than the Subsidiaries.

Tax and Other Liabilities. Xxxxx Neither the Seller nor any Subsidiary has no liability, any liability of any nature, accrued whether accrued, absolute, known, unknown, contingent or contingentotherwise, including, including without limitation, limitation liabilities for federal, state, local local, or foreign taxes and penalties, interest, and additions to tax ("Taxes") and liabilities to customers or suppliers, other than the following: (1i) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Unaudited Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and (2ii) Other liabilities arising since the Reference Date and prior to the First Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx or any provision of this Agreementthe Seller set forth in Section 4.1. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes Taxes on the Xxxxx Last Unaudited Balance Sheet are sufficient for all accrued and unpaid federal, state, local, Taxes of the Seller and foreign taxes of Xxxxxthe Subsidiaries, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last Unaudited Balance Sheet Date or now in effectDate, for the period ended on that such date and for all fiscal years periods prior thereto. Xxxxx Each of Seller and each of the Subsidiaries has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to LGA the Purchaser a true and correct copy thereof initialed by of each such return which was filed in the chief executive officer of Xxxxxpast three years; has paid (or has established on the Unaudited Balance Sheet a reserve for) all taxesTaxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable, in each case as of the Reference Date; and has delivered to LGA the Purchaser a true and correct copy so initialed of any report as to adjustments received by Xxxxx it from any taxing authority during the past five three years and a statement, so initialed, statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports such report or the subject matter of those reportssuch report. Except as set forth in Schedule 4.1(d), neither the Seller nor any Subsidiary is a party to any contract or commitment to guarantee the payment or performance of any liability or other obligation by any other Person, or pursuant to which the Seller or any Subsidiary is or may become liable for the indebtedness or other obligations of any other Person. Except as set forth on Section 4.1(d), Seller is not a party to any currently effective tax sharing agreement or arrangement or a control person for tax purposes of any Person other than the Subsidiaries.