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

Tax and Other Returns and Reports. (i) The Seller has timely filed or will file all Tax Returns and information returns required to be filed and has paid all Taxes due and payable in connection with the Business for all periods ending on or before the date hereof. Adequate provision has been made in the books and records of the Company and in the Financial Statements for all Taxes whether or not due and payable and whether or not disputed. Schedule 5(dd) lists the date or dates through which any governmental entity has examined any Tax Return of the Seller or the Company. All required Tax Returns or extensions, including amendments to date, have been prepared in good faith without willful misrepresentation and are complete and accurate in all material respects. Except as set forth in Schedule 5(dd), no governmental entity has examined or is in the process of examining any Tax Returns or extensions of the Seller or the Company. Except as set forth on Schedule 5(dd), 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 Taxes or deficiency against the Seller or the Company in connection with the Business or with respect to any Tax Return filed or to be filed by the Seller or the Company in connection with the Business.

Tax and Other Returns and Reports. (i) The Seller Meadowlands has timely filed or will file all Tax Returns and information returns required to be filed and has paid all Taxes due and payable in connection with the Business for all periods ending on or before the date hereof. Adequate provision has been made in the books and records of the Company Meadowlands and in the Financial Statements for all Taxes whether or not due and payable and whether or not disputed. Schedule 5(dd5(ee) lists the date or dates through which any governmental entity has examined any Tax Return of the Seller or the CompanyMeadowlands. All required Tax Returns or extensions, including amendments to date, have been prepared in good faith without willful misrepresentation and are complete and accurate in all material respects. Except as set forth in Schedule 5(dd5(ee), no governmental entity has examined or is in the process of examining any Tax Returns or extensions of the Seller or the CompanyMeadowlands. Except as set forth on Schedule 5(dd5(ee), 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 Taxes or deficiency against the Seller or the Company in connection with the Business Meadowlands or with respect to any Tax Return filed or to be filed by the Seller or the Company in connection with the BusinessMeadowlands.

Tax and Other Returns and Reports. (i) The Seller FCES has timely filed or will file all Tax Returns and information returns required to be filed and has paid all Taxes due and payable in connection with the Business for all periods ending on or before the date hereof. Adequate provision has been made in the books and records of the Company FCES and in the Financial Statements for all Taxes Taxes, whether or not due and payable and whether or not disputed. Schedule 5(dd5(ee) lists the date or dates through which any governmental entity has examined any Tax Return of the Seller or the CompanyFCES. All required Tax Returns or extensions, including amendments to date, have been prepared in good faith without willful misrepresentation and are complete and accurate in all material respects. Except as set forth in Schedule 5(dd5(ee), no governmental entity has examined or is in the process of examining any Tax Returns or extensions of the Seller or the CompanyFCES. Except as set forth on Schedule 5(dd5(ee), 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 Taxes, and there would be is 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 Taxes or deficiency against the Seller or the Company in connection with the Business FCES or with respect to any Tax Return filed or to be filed by the Seller or the Company in connection with the BusinessFCES.

Tax and Other Returns and Reports. (i) The Seller CPS has timely filed or will file all Tax Returns and information returns required to be filed by CPS and has paid all Taxes due and payable in connection with the Business for all periods ending on or before the date hereofDecember 31, 1997. Adequate provision has been made in the books and records of the Company CPS 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. Schedule 5(ddExhibit 5.29(a) lists the date or dates through which any governmental entity has examined any Tax Return of the Seller or the CompanyCPS. All required Tax Returns or extensionsReturns, including amendments to date, have been prepared in good faith without negligence or willful misrepresentation and are complete and accurate in all material respects. Except as set forth in Schedule 5(ddExhibit 5.29(b), no governmental entity has has, during the past three years, examined or is in the process of examining any Tax Returns or extensions of the Seller or the CompanyCPS. Except as set forth on Schedule 5(ddExhibit 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 Taxes or deficiency against the Seller or the Company in connection with the Business CPS or with respect to any Tax Return filed or to be filed by the Seller or the Company in connection with the BusinessCPS.