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

Tax and Other Returns and Reports. To Seller's knowledge, all federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Seller (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, 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 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 Seller for Taxes for the periods, property or events covered thereby, all Taxes, including, without limitation, those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from Seller, have been properly paid. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Seller or any of its assets or properties. Seller 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 the Purchased Assets, and Seller has no knowledge of any basis for any additional assessment of any Taxes. Seller 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 Seller.

Tax and Other Returns and Reports. To Seller's knowledge, all All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Seller LINCOLN (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, sales and use, excise, privilege, property, ad valorem, franchise, license, school license and any other tax or similar governmental charge charge, or imposition under laws of the United States or any state or of municipal or political subdivision thereof or any foreign country Country or political subdivision thereof) (the "Taxes") have been 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 Seller LINCOLN for Taxes for the periods, property or events covered thereby, all . All Taxes, including, including those without limitation, those limitation which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellerLINCOLN, have been properly accrued or paid. Seller The accruals for Taxes contained in the Most Recent Balance Sheet are adequate to cover the tax liabilities of LINCOLN 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. LINCOLN has not received any notice of assessment or proposed assessment in connection with any Tax Returns Retmns and there are not pending tax examinations of or tax claims asserted against Seller LINCOLN or any of its assets or properties. Seller LINCOLN has not extended, or waived the application of, any statute statue of limitations of any jurisdiction regarding the assessment or collection of any Taxes, there . There are no tax liens (other than on any lien for current taxes not yet due and payable) on of the Purchased Assets, and Seller has assets or properties of LINCOLN. There is no knowledge of any basis for any additional assessment of any Taxes. Seller LINCOLN has made all deposits required by law to be made with respect to employees' any withholding and or other employment taxes, including without limitation the portion of such deposits relating to taxes imposed upon SellerLINCOLN.

Tax and Other Returns and Reports. To Seller's knowledge, all All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Seller North Star (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, 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 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 Seller North Star for Taxes for the periods, property or events covered thereby, all . All Taxes, including, including those without limitation, those limitation which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellerNorth Star, have been properly accrued or paid. Seller The accruals for Taxes contained in the North Star Interim Balance Sheet are adequate to cover the tax liabilities of North Star with respect to the Business 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. North Star has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Seller North Star or any of its assets or properties. Seller North Star has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes, there . There are no tax liens (other than any lien for current taxes not yet due and payable) on the Purchased Assets, and Seller North Star Assets or the Casino Business. North Star has no knowledge of any basis for any additional assessment of any Taxes. Seller North Star 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 SellerNorth Star.

Tax and Other Returns and Reports. To Seller's knowledgeAs relates to the Business, all federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Seller (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, 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) impositions (the "Taxes") have been 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 Seller for Taxes for the periods, property or events covered thereby. As relates to the Business, all Taxes, including, without limitation, those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from Seller, Taxes have been properly accrued or paid. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not pending tax examinations of or tax claims asserted against Seller or any of its assets or properties. Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes, there . There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the Purchased Assets, and . Seller has no knowledge of any basis for any additional assessment of any Taxes. Seller 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 Seller.

Tax and Other Returns and Reports. To Seller's knowledge, all All federal, state, --------------------------------- local and foreign tax returns, reports, statements and other similar filings required to be filed by Seller (the "Tax Returns") with respect to any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositionsimpositions (including, (including without limitation limitation, all income tax, unemployment compensation, social security, payroll, sales and use, excise, 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 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 Seller for Taxes for the periods, property or events covered thereby, all . All Taxes, including, without limitation, those which are called for by the Tax Returns, Returns or which are heretofore or hereafter claimed to be due by any taxing authority from Seller, have been properly accrued or paid. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and there are not no pending tax Tax examinations of or tax Tax claims asserted against Seller or any of its assets or properties. Seller 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 on any of the assets or properties of Seller. To Seller's and each of the Managing Member's knowledge, there are is no tax liens (other than any lien for current taxes not yet due and payable) on the Purchased Assets, and Seller has no knowledge of any basis for any additional assessment of any Taxes. Seller has made all deposits required by law to be made with respect to employees' withholding and other employment taxesTaxes including, including without limitation limitation, the portion of such deposits relating to taxes Taxes imposed upon Seller.

Tax and Other Returns and Reports. To Seller's knowledgeExcept as set forth on SCHEDULE 3.1.10, all All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Seller (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, 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 of municipal or political subdivision thereof or any foreign country or political subdivision thereof) (the "Taxes") have been 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 Seller for Taxes for the periods, property or events covered thereby. Except as set forth on SCHEDULE 3.1.10, all Taxes, including, including those without limitation, those limitation which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from Seller, have been properly accrued or paid. Except as set forth on SCHEDULE 3.1.10, the accruals for Taxes contained in the Interim Balance Sheet are adequate to cover the tax liabilities of Seller with respect to the Business as of that date and include adequate provision for all deferred taxes, and, to the Knowledge of Seller, nothing has occurred subsequent to that date to make any of such accruals inadequate. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and and, to the Knowledge of Seller, there are not pending tax examinations of or tax claims asserted against Seller or any of its assets or properties. Seller has not extended, or waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes, there . There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the Purchased Assets, and assets or properties of Seller. Seller has no knowledge of any basis for any additional assessment of any Taxes. Seller 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 Seller.

Tax and Other Returns and Reports. To Seller's knowledge, all All federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Seller Sellers (the "“Tax Returns"”) with respect to any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositionsimpositions (including, (including without limitation limitation, all income tax, unemployment compensation, social security, payroll, 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 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 Seller Sellers for Taxes for the periods, property or events covered thereby, all . All Taxes, including, including without limitation, limitation those which are called for by the Tax Returns, or heretofore or hereafter claimed to be due by any taxing authority from SellerSellers, have been properly accrued or paid. Seller has Sellers have not received any notice of assessment or proposed assessment in connection with any Tax Returns and and, to the knowledge of Sellers, there are not no pending tax examinations or audits of or tax claims asserted against Seller Sellers or any of its their assets or properties. Seller 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 . There are no tax liens (other than any lien for current taxes not yet due and payable) on any of the Purchased Assets, and Seller has assets or properties of Sellers. Sellers have no knowledge of any basis for any additional assessment of any Taxes. Seller has Sellers have 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 SellerSellers.