Common use of Tax and Other Returns Clause in Contracts

Tax and Other Returns. Except as set forth in SECTION 4.8 of the Schedule (i) all federal tax returns and tax reports required to be filed by the Company and its Subsidiaries have been timely filed with (taking into account any extension of time granted to, or obtained by or on behalf of, the Company or its Subsidiaries) the appropriate Governmental Entities where such returns and reports are required to be filed and all such tax returns were true, accurate and complete in all material respects; (ii) all material foreign, state and local tax returns and tax reports required to be filed by the Company or any of its Subsidiaries in those jurisdictions where either the Company or any of its Subsidiaries have qualified to do business, and which relate to income, profits, franchise or property taxes, have been filed with the appropriate Governmental Entity in such jurisdiction, and all such tax returns were true, accurate and complete in all material respects; (iii) all federal, state, local and foreign income, profits and franchise taxes (including interest and penalties) shown due on the tax returns and tax reports referred to in (i) and (ii) of this SECTION 4.8 have been fully paid; (iv) the Company and its Subsidiaries have provided in its Company Financial Statements, and at the Effective Time will have provided in its financial statements for periods through the Effective Time, adequate accruals in accordance with GAAP for all taxes that have been, or will have been, incurred but have not been paid, whether or not shown as being due on any tax returns, for all periods through the Effective Time; (v) no waivers of statutes of limitation have been given or requested; (vi) there is no dispute or claim concerning any additional tax liability of the Company or any of its Subsidiaries made by any taxing authority with respect to the returns and reports filed by the Company or its Subsidiaries and referred to in (i) and (ii) of this SECTION 4.8 and (vii) to the Company's Knowledge, no taxing authority has given the Company notice that it will assess any additional tax liability for any tax return or report filed by the Company or its Subsidiaries referred to in (i) and (ii) of this SECTION 4.8 and none of the Company's or its Subsidiaries' advisors have advised the Company or its Subsidiaries that there is a substantial likelihood that such additional taxes may be assessed. No power of attorney has been executed or filed by or on behalf of the Company or its Subsidiaries with respect to taxes.

Tax and Other Returns. Except as set forth in SECTION Section 4.8 of --------------------- the Schedule (i) all federal tax returns and tax reports required to be filed by the Company and its Subsidiaries have been timely filed with (taking into account any extension of time granted to, or obtained by or on behalf of, the Company or its Subsidiaries) the appropriate Governmental Entities where such returns and reports are required to be filed and all such tax returns were true, accurate and complete in all material respects; (ii) all material foreign, state and local tax returns and tax reports required to be filed by the Company or any of its Subsidiaries in those jurisdictions where either the Company or any of its Subsidiaries have qualified to do business, and which relate to income, profits, franchise or property taxes, have been filed with the appropriate Governmental Entity in such jurisdiction, and all such tax returns were true, accurate and complete in all material respects; (iii) all federal, state, local and foreign income, profits and franchise taxes (including interest and penalties) shown due on the tax returns and tax reports referred to in (i) and (ii) of this SECTION Section 4.8 have been were timely and fully paid; (iv) the Company and its Subsidiaries have provided in its Company Financial Statements, and at the Effective Time will have provided in its financial statements for periods through the Effective Time, adequate accruals in accordance with GAAP for all taxes that have been, or will have been, incurred but have not been paid, whether or not shown as being due on any tax returns, for all periods through the Effective Time; (v) no waivers of statutes of limitation have been given or requested; (vi) there is no dispute or claim concerning any additional tax liability of the Company or any of its Subsidiaries made by any taxing authority with respect to the returns and reports filed by the Company or its Subsidiaries and referred to in (i) and (ii) of this SECTION Section 4.8 and (vii) to neither the Company's Knowledge, no Company nor its Subsidiaries expect any taxing authority has given the Company notice that it will to assess any additional tax liability for any tax return or report filed by the Company or its Subsidiaries referred to in (i) and (ii) of this SECTION 4.8 and none of the Company's or its Subsidiaries' advisors have advised the Company or its Subsidiaries that there is a substantial likelihood that such additional taxes may be assessedSection 4.8. No power of attorney has been executed or filed by or on behalf of the Company or its Subsidiaries with respect to taxes.

Tax and Other Returns. Except as set forth in SECTION 4.8 of the Schedule (i) all federal tax returns and tax reports required to be filed by the Company and its Subsidiaries have been timely filed with (taking into account any extension of time granted to, or obtained by or on behalf of, the Company or its Subsidiaries) the appropriate Governmental Entities where such returns and reports are required to be filed and all such tax returns were true, accurate and complete in all material respects; (ii) all material foreign, state and local tax returns and tax reports required to be filed by the Company or any of its Subsidiaries in those jurisdictions where either the Company or any of its Subsidiaries have qualified to do business, and which relate to income, profits, franchise or property taxes, have been filed with the appropriate Governmental Entity in such jurisdiction, and all such tax returns were true, accurate and complete in all material respects; (iii) all federal, state, local and foreign income, profits and franchise taxes (including interest and penalties) shown due on the tax returns and tax reports referred to in (i) and (ii) of this SECTION 4.8 have been were timely and fully paid; (iv) the Company and its Subsidiaries have provided in its Company Financial Statements, and at the Effective Time will have provided in its financial statements for periods through the Effective TimeTime , adequate accruals in accordance with GAAP for all taxes that have been, or will have been, incurred but have not been paid, whether or not shown as being due on any tax returns, for all periods through the Effective Time; (v) no waivers of statutes of limitation have been given or requested; (vi) there is no dispute or claim concerning any additional tax liability of the Company or any of its Subsidiaries made by any taxing authority with respect to the returns and reports filed by the Company or its Subsidiaries and referred to in (i) and (ii) of this SECTION 4.8 and (vii) to neither the Company's Knowledge, no Company nor its Subsidiaries expect any taxing authority has given the Company notice that it will to assess any additional tax liability for any tax return or report filed by the Company or its Subsidiaries referred to in (i) and (ii) of this SECTION 4.8 and none of the Company's or its Subsidiaries' advisors have advised the Company or its Subsidiaries that there is a substantial likelihood that such additional taxes may be assessed4.8. No power of attorney has been executed or filed by or on behalf of the Company or its Subsidiaries with respect to taxes.