Common use of Tax and Other Returns and Reports Clause in Contracts

Tax and Other Returns and Reports. DE has timely filed or will file all federal, state and local tax returns and information returns ("Tax Returns") required to be filed by DE and has paid all taxes due for all periods ending on or before December 31, 1995. Adequate provision has been made in the books and records of DE and in the Financial Statements referred to in Section 5.10 above, for all taxes whether or not due and payable and whether or not disputed. Exhibit 5.29.A lists the date or dates through which the IRS and any other governmental entity have examined the United States federal income tax returns and any other Tax Returns of DE. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate and in all material respects. Except as set forth in Exhibit 5.29.B, no governmental entity has, during the past three years, examined or is in the process of examining any Tax Returns of DE. Except as set forth on Exhibit 5.29.C, no Governmental Entity has proposed (tentatively or definitively), asserted or assessed or threatened to propose or assert, any deficiency, assessment, lien, or other claim for taxes and there would be no basis for any such delinquency, assessment, lien or claim. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any tax or deficiency against DE or with respect to any tax return filed or to be filed by DE.

Tax and Other Returns and Reports. DE THI has timely filed or will file all federal, state and local tax returns and information returns ("Tax Returns") required to be filed by DE THI and has paid all taxes due for all periods ending on or before December 31, 1995. Adequate provision has been made in the books and records of DE and in the Financial Statements referred to in Section 5.10 aboveTHI, for all taxes whether or not due and payable and whether or not disputed. Exhibit 5.29.A 6.23.A lists the date or dates through which the IRS and any other governmental entity have examined the United States federal income tax returns and any other Tax Returns of DETHI. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate and in all material respects. Except as set forth in Exhibit 5.29.B6.23.B, no governmental entity has, during the past three years, examined or is in the process of examining any Tax Returns of DETHI. Except as set forth on Exhibit 5.29.C6.23.C, no Governmental Entity has proposed (tentatively or definitively), asserted or assessed or threatened to propose or assert, any deficiency, assessment, lien, or other claim for taxes and there would be no basis for any such delinquency, assessment, lien or claim. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any tax or deficiency against DE THI or with respect to any tax return filed or to be filed by DETHI.

Tax and Other Returns and Reports. DE has With respect to FRESH, SELLERS have timely filed or will file all federal, state and local tax returns and information returns ("Tax Returns") required to be filed by DE them and has have paid all taxes due for all periods ending on or before December 31, 19951996. Adequate provision has been made in the books and records of DE FRESH and in the Financial Statements referred to in Section 5.10 above, above for all taxes whether or not due and payable and whether or not disputed. Exhibit 5.29.A lists the date or dates through which the IRS and any other governmental entity have examined the United States federal income tax returns or information returns and any other Tax Returns of DEFRESH and of SELLERS as they may affect FRESH. All required Tax Returns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate and in all material respects. Except as set forth in Exhibit 5.29.B, no governmental entity has, during the past three years, examined or is in the process of examining any Tax Returns of DEFRESH or SELLERS as they may affect FRESH. Except as set forth on Exhibit 5.29.C, no Governmental Entity has proposed (tentatively or definitively), asserted or assessed or threatened to propose or assert, any deficiency, assessment, lien, or other claim for taxes and there would be no basis for any such delinquency, assessment, lien or claim. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any tax or deficiency against DE FRESH or SELLERS as they may affect FRESH or with respect to any tax return Tax Return filed or to be filed by DEFRESH.