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

Tax and Other Returns and Reports. Except as set forth in Schedule 5.17: (a) All Federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by the Company, including any amendments thereto (the "Tax Returns") with respect to any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including without limitation, all Income Tax, unemployment compensation, social security, payroll, withholding, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the "Taxes") have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of each of the Company for Taxes for the periods, property or events covered thereby. All Taxes, including, without limitation, those that are called for by the Tax Returns have been properly accrued or paid. The accruals for Taxes contained in the Interim Balance Sheet contain an adequate provision for all Taxes, and nothing has occurred subsequent to that date to make any of such accruals inadequate. The Company has not received any written notice of assessment or proposed assessment of any Taxes which remain pending and there are no pending Tax examinations of or Tax claims asserted in writing (or to Seller's Knowledge, orally) against the Company or any of their assets or properties. No deficiencies for any Taxes are currently asserted or assessed against the Company and no written requests for waivers of the time to assess any such Taxes are pending. The Company has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There are no Tax liens (other than any lien for current Taxes not yet due and payable) on any of the assets or properties of the Company. The Company has made all deposits required by law to be made with respect to employees' withholding and other employment taxes, including without limitation, the portion of such deposits relating to Taxes imposed upon the Company. To Seller's Knowledge, no written (or to Seller's Knowledge, oral) claim has been made since January 1, 1994 by any taxing authority in a jurisdiction where the Company does not pay Tax or file Tax Returns, that the Company is or may be subject to Tax in such a jurisdiction. (b) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company is not a party to any Tax allocation or sharing agreement which will survive the Closing. The Company (A) has not been a member of an Affiliated Group (as defined in the Code) filing a consolidated federal Income Tax Return (other than a group, the common parent of which was Seller), or (B) has no Liability for the Taxes of any Person (other than Seller, any Group Member or any other member of Seller's consolidated group) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise.

Tax and Other Returns and Reports. Except as set forth in Schedule 5.17: (a) Sellers have delivered to Purchaser true and complete copies of their tax returns for the years 2015, 2016 and 2017. All Federalfederal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Sellers on or before the Company, date hereof (including any amendments thereto extensions) (the "“Tax Returns"”) with respect to any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including including, without limitation, all Income Taxincome tax, unemployment compensation, social security, payroll, withholding, sales and use, excise, privilege, property, ad valorem, franchise, license, school school, fuel and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the "“Taxes"”) have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of each of the Company Sellers for Taxes for the periods, property or events covered thereby. All Taxes, including, including without limitation, limitation those that which are called for by the Tax Returns Returns, have been properly accrued or paidpaid and no Taxes are currently delinquent. The accruals for Taxes contained in the Interim Balance Sheet contain an Financial Statements are adequate to cover the tax liabilities of Sellers with respect to the Business as of that date and include adequate provision for all Taxesdeferred taxes, and nothing has occurred subsequent to that date to make any of such accruals inadequate. The Company has Sellers have not received any written notice of assessment or proposed assessment of in connection with any Taxes which remain pending Tax Returns and there are no pending Tax tax examinations or audits of or Tax tax claims asserted in writing (or to Seller's Knowledge, orally) against either of the Company Sellers or any of their assets or properties. No deficiencies for any Taxes are currently asserted or assessed against the Company and no written requests for waivers of the time to assess any such Taxes are pending. The Company has Sellers have not extended, extended or waived the application of, of any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There are no Tax tax liens (other than any lien for current Taxes taxes not yet due and payable) on any of the assets or properties of the CompanySellers. The Company has Sellers have no knowledge of any basis for any additional assessment of any Taxes. Sellers have made all deposits required by law to be made with respect to employees' ’ withholding and other employment taxes, including without limitation, limitation the portion of such deposits relating to Taxes taxes imposed upon the CompanySellers. To Seller's Knowledge, There is no written (material dispute or to Seller's Knowledge, oral) claim has been made since January 1, 1994 concerning any Tax Liability of Sellers either arising by any taxing authority in a jurisdiction where the Company does not pay Tax writing or file Tax Returns, that the Company is as to which Sellers or may be subject to Tax in such a jurisdictiontheir officers have knowledge. (b) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company is not a party to any Tax allocation or sharing agreement which will survive the Closing. The Company (A) has not been a member of an Affiliated Group (as defined in the Code) filing a consolidated federal Income Tax Return (other than a group, the common parent of which was Seller), or (B) has no Liability for the Taxes of any Person (other than Seller, any Group Member or any other member of Seller's consolidated group) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise.

Tax and Other Returns and Reports. Except as set forth in Schedule 5.17: (a) All Federalfederal, state, --------------------------------- local and foreign tax returns, reports, statements and other similar filings required to be filed by the Company, including any amendments thereto Company (the "Tax Returns") with respect to any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including without limitation, limitation all Income Taxincome tax, unemployment compensation, social security, payroll, withholding, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the "Taxes") have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of each of the Company for Taxes for the periods, property or events covered thereby. All TaxesTaxes heretofore or hereafter claimed to be due by any taxing authority from the Company, including, without limitation, those that are called for by the Tax Returns have been properly accrued or paid. The accruals for Taxes contained in the Interim Adjusted 1995 Balance Sheet contain an and the 1996 Balance Sheet are adequate to cover the tax liabilities of the Company with respect to the Business as of that date and include adequate provision for all Taxesdeferred taxes, and nothing has occurred subsequent to that date to make any of such accruals inadequate. The Company has not received any written notice of assessment or proposed assessment of any Taxes which remain pending and there are no pending Tax examinations of or Tax claims asserted in writing (or to Seller's Knowledge, orally) against the Company or any of their assets or properties. No deficiencies for any Taxes are currently asserted or assessed against the Company and no written requests for waivers of the time to assess any such Taxes are pending. The Company has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There are no Tax tax liens (other than any lien for current Taxes taxes not yet due and payable) on any of the assets or properties of the Company. The Company has made all deposits required by law to be made Within ten (10) days after the execution of this Agreement, Sellers shall provide Purchaser with respect to employees' withholding true and other employment taxes, including without limitation, the portion correct copies of such deposits relating to Taxes imposed upon the Company. To Seller's Knowledge, no written (or to Seller's Knowledge, oral) claim has been made since January 1, 1994 by any taxing authority in a jurisdiction where the Company does not pay Tax or file Tax Returns, that as filed with the appropriate governmental agencies, for the years 1993, 1994 and 1995, as well as all reports and documents relating to prior tax audits of the Company is or may be subject to Tax in such a jurisdictionby the Internal Revenue Service. (b) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company is not a party to any Tax allocation or sharing agreement which will survive the Closing. The Company (A) has not been a member of an Affiliated Group (as defined in the Code) filing a consolidated federal Income Tax Return (other than a group, the common parent of which was Seller), or (B) has no Liability for the Taxes of any Person (other than Seller, any Group Member or any other member of Seller's consolidated group) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise.

Tax and Other Returns and Reports. Except as set forth in Schedule 5.17: (a) All Federalfederal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by QQQ, Quadras or by the Company, including any amendments thereto Stockholders with respect to the business of QQQ or Quadras (the "Tax Returns") in connection with respect to any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions with respect to the business of QQQ or Quadras, (including without limitation, limitation all Income Taxincome tax, unemployment compensation, social security, payroll, withholding, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the "Taxes") have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of each of the Company for Taxes for the periods, property or events covered thereby. All Taxes, including, without limitation, those that which are called for by the Tax Returns have been properly paid or accrued or paid. The accruals for Taxes contained in the Interim Balance Sheet contain an adequate provision for all TaxesFinancial Statements including, and nothing without limitation, deferred taxes accrued in accordance with generally accepted accounting principles. Neither QQQ nor Quadras has occurred subsequent to that date to make any of such accruals inadequate. The Company has not received any written notice of assessment any assessment, tax examination, tax claim or proposed assessment in connection with any Tax Returns, and, to the Knowledge of any Taxes which remain pending and the Stockholders, there are no not pending Tax tax examinations of or Tax tax claims asserted in writing (with respect to QQQ or to Seller's Knowledge, orally) against the Company Quadras. There has been no extension or any waiver of their assets or properties. No deficiencies for any Taxes are currently asserted or assessed against the Company and no written requests for waivers of the time to assess any such Taxes are pending. The Company has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There are no Tax tax liens (other than any lien for current Taxes taxes not yet due and payable) on any of the assets or properties of QQQ or Quadras. None of the Company. The Company Stockholders, QQQ or Quadras has made all deposits required by law to be made with respect to employees' withholding and other employment taxes, including without limitation, the portion any knowledge of such deposits relating to Taxes imposed upon the Company. To Seller's Knowledge, no written (or to Seller's Knowledge, oral) claim has been made since January 1, 1994 by any taxing authority in a jurisdiction where the Company does not pay Tax or file Tax Returns, that the Company is or may be subject to Tax in such a jurisdictionbasis for any additional assessment of any Taxes. (b) The Company has not QQQ and Quadras have withheld and paid all taxes required to have been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified withheld and paid in Section 897(c)(1)(A)(ii) of the Code. The Company is not a party connection with amounts paid or owing to any Tax allocation or sharing agreement which will survive the Closing. The Company (A) has not been a member of an Affiliated Group (as defined in the Code) filing a consolidated federal Income Tax Return (other than a groupemployee, the common parent of which was Seller)independent contractor, creditor, stockholder, or (B) has no Liability for the Taxes of any Person (other than Seller, any Group Member or any other member of Seller's consolidated group) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwisethird party.

Tax and Other Returns and Reports. Except as set forth in Schedule 5.17: (a) All Federalfederal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by the Company, including any amendments thereto Sellers (the "“Tax Returns"”) with respect to any federal, state, state or local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including without limitation, limitation all Income Taxincome tax, unemployment compensation, social security, payroll, withholding, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the "“Taxes"”) have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of each of the Company Sellers for Taxes for the periods, property or events covered thereby. All Taxes, including, including without limitation, limitation those that are called for by the Tax Returns Returns, claimed to be due by any taxing authority from Sellers, have been properly accrued or paid. The accruals for Taxes contained Except as listed in the Interim Balance Sheet contain an adequate provision for all TaxesExhibit B attached to this Agreement, and nothing has occurred subsequent to that date to make any of such accruals inadequate. The Company has Sellers have not received any written notice of assessment or proposed assessment of in connection with any Taxes which remain pending Tax Returns and there are no not pending Tax tax examinations of or Tax tax claims asserted in writing (or to Seller's Knowledge, orally) against the Company Sellers or any of their assets or properties. No deficiencies for any Taxes are currently asserted or assessed against the Company and no written requests for waivers of the time to assess any such Taxes are pending. The Company has Sellers have not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There Except as listed in Exhibit B attached to this Agreement, there are no Tax tax liens (other than any lien for current Taxes taxes not yet due and payable) on any of the assets or properties of the CompanySellers. The Company has Sellers have no knowledge of any basis for any additional assessment of any Taxes. Sellers have made all deposits required by law to be made with respect to employees' ’ withholding and other employment taxes, including without limitation, limitation the portion of such deposits relating to Taxes imposed upon the Company. To Seller's Knowledge, no written (or to Seller's Knowledge, oral) claim has been made since January 1, 1994 by any taxing authority in a jurisdiction where the Company does not pay Tax or file Tax Returns, that the Company is or may be subject to Tax in such a jurisdictionSellers. (b) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company is not a party to any Tax allocation or sharing agreement which will survive the Closing. The Company (A) has not been a member of an Affiliated Group (as defined in the Code) filing a consolidated federal Income Tax Return (other than a group, the common parent of which was Seller), or (B) has no Liability for the Taxes of any Person (other than Seller, any Group Member or any other member of Seller's consolidated group) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise.

Tax and Other Returns and Reports. Except as set forth in Schedule 5.17: (a) All Federalfederal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by the Company, including any amendments thereto Company and each Shareholder (the "Tax Returns") with respect to any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions impositions, (including including, without limitation, all Income Taxincome tax, unemployment compensation, social security, payroll, withholding, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (collectively, the "Taxes") have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of each of the Company and each Shareholder for Taxes for the periods, property or events covered thereby. All Taxes, including, without limitation, those that which are called for by the Tax Returns Returns, or heretofore or hereafter claimed to be due by any taxing authority from the Company have been properly accrued or paid. The accruals for Taxes contained in the Interim Balance Sheet contain an are adequate to cover the tax liabilities of the Company as of that date and include adequate provision for all Taxesdeferred taxes, and nothing has occurred subsequent to that date to make any of such accruals inadequate. The Company has not received any written notice of assessment or proposed assessment of in connection with any Taxes which remain pending Tax Returns and there are no pending Tax tax examinations of or Tax tax claims asserted in writing (or to Seller's Knowledge, orally) against the Company or any of their its assets or properties. No deficiencies for any Taxes are currently asserted or assessed against the Company and no written requests for waivers of the time to assess any such Taxes are pending. The Company has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There are no Tax tax liens (other than any lien for current Taxes taxes not yet due and payable) on any of the assets or properties of the Company. The Company has no knowledge of any basis for any additional assessment of any Taxes. The Company has made all deposits required by law to be made with respect to employees' withholding and other employment taxes, including including, without limitation, the portion of such deposits relating to Taxes taxes imposed upon the Company. To Seller's Knowledge, no written (or to Seller's Knowledge, oral) claim has been made since January 1, 1994 by any taxing authority in a jurisdiction where the Company does not pay Tax or file Tax Returns, that the Company is or may be subject to Tax in such a jurisdiction. (b) All state, local and other tax returns, reports, statements and other similar filings required to be filed by the Company with respect to any state, local or other sales or use tax have been filed with the appropriate governmental agencies in all jurisdictions where sales or use tax returns are required to be filed, and all such sales or use tax returns properly reflect the liabilities of the Company for all applicable sale or use taxes for the periods, property or events covered thereby. All sales or use taxes, including, without limitation, those which are called for by sales or use tax returns filed by or on behalf of the Company, or heretofore or hereafter claimed to be due by any taxing authority from the Company, have been properly accrued or paid. The accruals for sales or use taxes contained in the Interim Balance Sheet are adequate to cover sales or use tax liabilities of the Company as of that date and include adequate provision for all deferred taxes, and nothing has occurred subsequent to that date to make any of such accruals inadequate. The Company has not been a United States real property holding corporation within received any notice of assessment or proposed assessment in connection with any sales or use tax and there are not pending sales or use tax examinations or sales or use tax claims asserted against the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the CodeCompany. The Company is not a party to any Tax allocation or sharing agreement which will survive the Closing. The Company (A) has not been a member extended, or waived the application of, any statute of an Affiliated Group (as defined in limitations of any jurisdiction regarding the Code) filing a consolidated federal Income Tax Return assessment or collection of sales or use taxes. There are no sales or use tax liens (other than a group, any lien for current taxes not yet due and payable) on any of the common parent assets or properties of which was Seller), or (B) has no Liability for the Taxes of any Person (other than Seller, any Group Member or any other member of Seller's consolidated group) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwiseCompany.

Tax and Other Returns and Reports. Except as set forth in Schedule 5.17: (a) All Federalfederal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by the Company, including any amendments thereto Company or by the Stockholders with respect to the business of the Company (the "Tax --- Returns") in connection with respect to any federal, state, local or foreign taxes, ------- assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions with respect to the business of the Company, (including without limitation, limitation all Income Taxincome tax, unemployment compensation, social security, payroll, withholding, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the "Taxes") have been timely filed with the ----- appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns properly reflect the liabilities of each of the Company for Taxes for the periods, property or events covered thereby. All Taxes, including, without limitation, those that which are called for by the Tax Returns Returns, or heretofore or hereafter claimed to be due by any taxing authority have been properly paid or accrued or paid. The accruals for Taxes contained in the Interim Balance Sheet contain an adequate provision for all TaxesFinancial Statements including, and nothing has occurred subsequent to that date to make any of such accruals inadequatewithout limitation, deferred taxes accrued in accordance with generally accepted accounting principles. The Company has not received any written notice of assessment or proposed assessment of in connection with any Taxes which remain pending Tax Returns and there are no not pending Tax tax examinations of or Tax tax claims asserted in writing (with respect to the Company. There has been no extension or to Seller's Knowledge, orally) against the Company or any waiver of their assets or properties. No deficiencies for any Taxes are currently asserted or assessed against the Company and no written requests for waivers of the time to assess any such Taxes are pending. The Company has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There are no Tax tax liens (other than any lien for current Taxes taxes not yet due and payable) on any of the assets or properties of the Company. The None of the Stockholders nor the Company has made all deposits required by law to be made with respect to employees' withholding and other employment taxes, including without limitation, the portion any knowledge of such deposits relating to Taxes imposed upon the Company. To Seller's Knowledge, no written (or to Seller's Knowledge, oral) claim has been made since January 1, 1994 by any taxing authority in a jurisdiction where the Company does not pay Tax or file Tax Returns, that the Company is or may be subject to Tax in such a jurisdictionbasis for any additional assessment of any Taxes. (b) The Company has not withheld and paid all taxes required to have been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified withheld and paid in Section 897(c)(1)(A)(ii) of the Code. The Company is not a party connection with amounts paid or owing to any Tax allocation or sharing agreement which will survive the Closing. The Company (A) has not been a member of an Affiliated Group (as defined in the Code) filing a consolidated federal Income Tax Return (other than a groupemployee, the common parent of which was Seller)independent contractor, creditor, stockholder, or (B) has no Liability for the Taxes of any Person (other than Seller, any Group Member or any other member of Seller's consolidated group) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwisethird party.