Common use of Tax and Other Liabilities Clause in Contracts

Tax and Other Liabilities. Gridline does not have any material liability of any nature, accrued or contingent, including, without limitation, liabilities for Taxes, and liabilities to customers or suppliers, other than the following: (i) Liabilities for which full provision has been made on the balance sheet and the notes thereto (the "LAST GRIDLINE BALANCE SHEET") as of September 30, 2004 (the "LAST GRIDLINE BALANCE SHEET DATE") referred to in Section 2.02(c); and (ii) Other liabilities arising since the Last Gridline Balance Sheet Date and prior to the Closing Date in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) or in connection with the transactions contemplated hereby or in connection herewith which are not inconsistent with the representations and warranties of Gridline or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for Taxes on the Last Gridline Balance Sheet are sufficient for all accrued and unpaid Taxes of Gridline, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Gridline Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Gridline will not cause any Taxes to be payable other than by the stockholders of Gridline 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 stockholders of Gridline. Gridline has not been required to file any tax returns by any overseas tax authorities or required to pay any 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. Gridline is not subject to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report.

Tax and Other Liabilities. Gridline does not have Neither Purchaser nor any material Purchaser Subsidiary has any liability of any nature, accrued or contingent, including, including without limitation, limitation liabilities for Taxes, Taxes and liabilities to customers or suppliers, other than the following: (ia) Liabilities for which full provision has been made on the balance sheet and the notes thereto (the "LAST GRIDLINE BALANCE SHEET") as of September 30, 2004 (the "LAST GRIDLINE BALANCE SHEET DATE") referred to in Section 2.02(c)Last Purchaser Balance Sheet; and (iib) Other liabilities arising since the Last Gridline Purchaser Balance Sheet Date and prior to the Closing Date (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) or in connection with the transactions contemplated hereby or in connection herewith which are not inconsistent with the representations and warranties of Gridline Purchaser or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for Taxes on the Last Gridline Purchaser Balance Sheet are sufficient for all accrued and unpaid Taxes of GridlinePurchaser and the Purchaser Subsidiaries, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Gridline Purchaser Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance by Purchaser and HEcom of this Agreement by Gridline such of the Transaction Agreements to which it is party will not cause any Taxes to be payable (other than by the Seller or stockholders of Gridline Seller or any Seller Subsidiary) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes Tax (other than on the properties or assets of the stockholders of GridlineSeller or any Seller Subsidiary). Gridline The Internal Revenue Service has not been audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser and the Purchaser Subsidiaries for all taxable years up to and including the taxable year ended December 31, 1995. Each of Purchaser and each of the Purchaser Subsidiaries has filed all federal, state, local, and foreign Tax Returns required to file any tax returns be filed by any overseas tax authorities it or required has filed an extension with respect thereto; has delivered to pay any taxesthe Seller a true and correct copy of each such return which was filed since inception, initialled by the chief executive officer of Purchaser; has paid (or has established on the Last Purchaser 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. Gridline is not subject ; and has delivered to the Seller a true and correct copy, so initialled, of any report as to adjustments received by it from any taxing authority during the past six years and a statement, so initialled, as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. No agreement extending the time for assessment of any Taxes has been granted that currently is in effect, no protests are pending with respect to any Taxes, and there are no liens for Taxes (other than for Taxes that are not yet due and payable).

Tax and Other Liabilities. Gridline does not have Neither Seller nor any Seller Subsidiary has any material liability of any nature, accrued or contingent, including, without limitation, liabilities for Taxes, and liabilities to customers or suppliers, other than the following: (i) Liabilities for which full provision has been made on the balance sheet Last Seller Balance Sheet and the notes thereto (the "LAST GRIDLINE BALANCE SHEET") as of September 30, 2004 (the "LAST GRIDLINE BALANCE SHEET DATE") referred to in Section 2.02(c)thereto; and (ii) Other liabilities arising since the Last Gridline Seller Balance Sheet Date and prior to the Closing Date in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) or in connection with the transactions contemplated hereby or in connection herewith which are not inconsistent with the representations and warranties of Gridline Seller or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for Taxes on the Last Gridline Seller Balance Sheet are sufficient for all accrued and unpaid Taxes of GridlineSeller, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Gridline Seller Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Gridline Seller will not cause any Taxes to be payable other than by the stockholders of Gridline Seller 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 stockholders of GridlineSeller. Gridline Seller has not been required to file any tax returns by any overseas tax authorities or required to pay any 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. Gridline Seller is not subject to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report.

Tax and Other Liabilities. Gridline does not have Neither Midnight nor any Midnight Subsidiary has any material liability of any nature, accrued or contingent, including, without limitation, liabilities for Taxes, and liabilities to customers or suppliers, other than the following: (i) Liabilities for which full provision has been made on the balance sheet and the notes thereto (the "LAST GRIDLINE MIDNIGHT BALANCE SHEET") as of September 30December 31, 2004 (the "LAST GRIDLINE MIDNIGHT BALANCE SHEET DATE") referred to in Section 2.02(c); and (ii) Other liabilities arising since the Last Gridline Midnight Balance Sheet Date and prior to the Closing Date in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) or in connection with the transactions contemplated hereby or in connection herewith which are not inconsistent with the representations and warranties of Gridline Midnight or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for Taxes on the Last Gridline Midnight Balance Sheet are sufficient for all accrued and unpaid Taxes of GridlineMidnight and the Midnight Subsidiaries, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Gridline Midnight Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Gridline Midnight will not cause any Taxes to be payable other than by the stockholders of Gridline Midnight 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 stockholders of GridlineMidnight. Gridline Neither Midnight nor any Midnight Subsidiary has not been required to file any tax returns by any overseas tax authorities or required to pay any 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. Gridline Neither Midnight nor any Midnight Subsidiary is not subject to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report.

Tax and Other Liabilities. Gridline does not have Except as set forth in Schedule 3.06, neither Purchaser nor Acquisition has any material liability of any nature, accrued or contingent, including, including without limitation, limitation liabilities for Taxes, Taxes and liabilities to customers or suppliers, other than the following: (ia) Liabilities for which full provision has been made on the balance sheet and the notes thereto (the "LAST GRIDLINE BALANCE SHEET") as of September 30, 2004 (the "LAST GRIDLINE BALANCE SHEET DATE") referred to in Section 2.02(c)Last Purchaser Balance Sheet; and (iib) Other liabilities arising since the Last Gridline Purchaser Balance Sheet Date and prior to the Closing Date in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) or in connection with the transactions contemplated hereby or in connection herewith which are not inconsistent with the representations and warranties of Gridline Purchaser or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for Taxes on the Last Gridline Purchaser Balance Sheet are sufficient for all accrued and unpaid Taxes of GridlinePurchaser and Acquisition, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Gridline Purchaser Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance by Purchaser of this Agreement by Gridline such of the Transaction Agreements to which it is party will not cause any Taxes to be payable (other than by the Seller or stockholders of Gridline Seller or any Seller Subsidiary) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes Tax (other than on the properties or assets of the stockholders of GridlineSeller or any Seller Subsidiary). Gridline The Internal Revenue Service has not been audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser for all taxable years up to and including the taxable year ended December 31, 1994. The Purchaser has filed all federal, state, local, and foreign Tax Returns required to file any tax returns be filed by any overseas tax authorities it or required has filed an extension with respect thereto; has made available to pay any taxesthe Seller a true and correct copy of each such return which was filed since January 1, 1995; has paid (or has established on the Last Purchaser 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. Gridline is not subject ; and has made available to the Seller a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report. No agreement extending the time for assessment of any Taxes has been granted that currently is in effect, no protests are pending with respect to any Taxes, and there are no liens for Taxes (other than for Taxes that are not yet due and payable).