Common use of Tax Law Compliance Clause in Contracts

Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine, or penalty levied against any of them. The Company has made adequate charges, accruals, and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns or have has timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Each of the Company and its Subsidiaries have each filed all necessary income federal, state and foreign income, employment and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(l) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company and its Subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have has timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(l) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state, local and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(j) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary income federal, state and foreign income, employment and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary income tax returns or have has timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them the Company and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themthe Company. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns required to be filed as of the date of this Agreement or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themthem in all material respects. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in with respect of to all federal, state, and foreign income and franchise necessary taxes for all periods as to for which the Company's tax liability of the Company has not been finally determined.; and

Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accrualsexcept as may be being contested in good faith and by appropriate proceedings and except where the failure to so file or pay would not, and reserves individually or in the applicable financial statements referred to aggregate, result in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determineda Material Adverse Change.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(h) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries Predecessor have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have has timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(q) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company Company, for itself and its Subsidiaries have each Subsidiaries, has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable consolidated financial statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company and its Subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1 (A) (i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them the Company and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themthe Company except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals, accruals and reserves in the applicable its financial statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary material federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all material taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, them except as may be being contested in good faith and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determinedby appropriate proceedings.

Tax Law Compliance. The Each of the Company and its Subsidiaries have each subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any it. Each of them. The the Company and its subsidiaries has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(l) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the its tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and has properly filed requested extensions thereof and have paid all taxes required to be paid on such tax returns and other material taxes required to be paid by them andit, if due except as may be being contested in good faith and payable, any related or similar assessment, fine, or penalty levied against any of themby appropriate proceedings. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(j) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiary have each filed all necessary federal, state, local and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or its consolidated subsidiary has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(n1(o) above hereof in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each timely filed all necessary required federal, state and foreign income and franchise and other material tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, and reserves except to the extent that the failure to file or pay such taxes would not result in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determineda Material Adverse Change.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(l) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(j) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all material taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(h) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n2 (i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiary have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or its consolidated subsidiary has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have has timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(I)(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(h) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary income federal, state and foreign income, property and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, them except as may be being contested in good faith and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determinedby appropriate proceedings.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(m) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themthem except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(i) above in respect of all material federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.income

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal and state income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n3(h) above in respect of all federal, state, federal and foreign state and income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(h) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, and reserves except where the failure to file or pay such taxes would not result in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determineda Material Adverse Change.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit, except for assessments, fines or penalties contested in good faith for which adequate reserves have been taken on the Financial Statements. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above Financial Statements in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of thempenalty. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and each of its Subsidiaries have each has (i) filed all necessary income material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed, and all such tax returns or have timely are true, correct and properly filed requested extensions thereof complete in all material respects, and have (ii) paid all material taxes required to be paid by them and, if due it and payable, any related or similar other material assessment, fine, fine or penalty levied against any of them. The Company has made adequate chargesit other than taxes (x) currently payable without penalty or interest, accruals, and reserves or (y) being contested in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determinedgood faith by appropriate proceedings.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(j) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them andthe Company, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themthe Company. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1 (A)(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes shown as due thereon and any taxes required to be have been paid by them it in any subsequent period and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any it. To the best of them. The the Company's knowledge, the Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal and state income and franchise tax returns or have timely and has properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) Subsection h above in respect of all federal, state, federal and foreign state and income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, them except as may be being contested in good faith and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determinedby appropriate proceedings.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(q) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them, other than those being contested in good faith. The Company has made adequate charges, accruals, and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.The

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state, local and foreign income and franchise tax returns and, except for amounts not yet due or have timely and properly filed requested extensions thereof and have contested by the Company in good faith, has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in in Section 1(n1 (n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(a)(xiv) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themit. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements Financial Statements referred to in Section 1(n) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.finally

Tax Law Compliance. The Company and its the Subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, or penalty levied against any of them. The Company has made adequate charges, accruals, and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.fine or

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have has paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themthe Company. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary material federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to included in Section 1(n) above the Offering Memorandum in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated Subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required shown as due thereon to the extent due to be paid by them prior to the date hereof and, if due and payableto the extent not so due, any related or similar assessment, fine, or penalty levied against any of them. The Company has have made adequate charges, accruals, reserves on their financial statements; and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not no knowledge of any tax deficiency that has been finally determinedor might be asserted or threatened against the Company or its consolidated Subsidiaries that could result in a Material Adverse Change.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid as indicated by them such returns and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of themthem except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.in

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(j) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(j) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n) 1 above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company and any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary material federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above hereof in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1(o) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiary have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them, except as may be being contested in good faith or by appropriate proceedings. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1 (A)(i) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.all

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiary have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, or penalty levied against any of them. The Company has made adequate charges, accruals, and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.or

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n2(k) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary material federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all material taxes required to be paid by them and, if due and payable, any related or similar assessment, fine, or penalty levied against any of themthem except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1A(i) above in respect of all material federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, fine or penalty levied against any of them. The Company has made adequate charges, accruals, accruals and reserves in the applicable financial statements referred to in Section 1(n1A(j) above in respect of all federal, state, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.