Common use of Tax Law Compliance Clause in Contracts

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 them, except for such failure to file or pay as may be being contested would not, individually or in good faith and by appropriate proceedingsthe aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(i)(k) above in respect of all federal, state and foreign income, property 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 Subject to any permitted extensions, the Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1 (i) above in respect of all federal, state and foreign income, property 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 Material Subsidiaries have filed all necessary material federal, provincial, territorial, state and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) 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 or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k) 1 above in respect of all federal, provincial, territorial, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (required to be filed by any of them or have properly requested extensions thereof) 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k2(m) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k2(m) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(i) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(l) above in respect of all federal, state and foreign income, property 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 has filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 or penalty levied against any of them it except as may be being contested in good faith and by appropriate proceedingsproceedings or where the failure to do so would not reasonably be expected to result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k6 (i) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) 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 them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves appropriate provisions in the applicable financial statements referred to in Section 6(k1(m) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k6(l) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1 (i) above in respect of all federal, state and foreign income, property 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 has filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 or penalty levied against any of them it except as may be being contested in good faith and by appropriate proceedingsproceedings or where the failure to do so would not reasonably be expected to result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k2(o) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 them, except for such failure to file or pay as may be being contested would not, individually or in good faith and by appropriate proceedingsthe aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(k) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly requested filed for extensions thereof) as legally permitted 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 them, except in each case as may would not reasonably be being contested in good faith and by appropriate proceedingsexpected to have a Material Adverse Effect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(A)(h) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves pursuant to the Financial Accounting Standards Board Interpretation No. 48 in the applicable financial statements referred to in Section 6(k1(e) above hereof in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) thereof and have paid all taxes required to be paid by any of them them, and, if due and payable, any related or similar assessment, fine or penalty levied against any of them them, except as may be for any tax, assessment, fine or penalty that is being contested in good faith and by appropriate proceedingsfaith. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(A)(i) above in respect of all federal, state and foreign income, property 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 filed all necessary material federal, state and foreign income, property income and franchise tax returns due to be filed (or have properly requested extensions thereoftaking into account applicable extensions) and have paid all material taxes required to be paid by any of them and, if due and payable, any material related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k2(m) above in respect of all material federal, state and foreign income, property income and franchise taxes for all periods covered by such financial statements 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) 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 or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(A)(k) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (required to be filed by any of them or have properly requested extensions thereof) 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(m) above in respect of all federal, state and foreign income, property 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 and the Partnerships have filed all necessary federal, state state, local and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) 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 them, except as may be such, of any, that are being contested in good faith and by appropriate proceedingsfaith. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k2(m) above in respect of all federal, state state, local and foreign income, property income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries or any of the Partnerships has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state state, local and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) 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 them, except as may be are being contested in good faith and by appropriate proceedingsprocedures. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(A)(i) above in respect of all federal, state state, local and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (required to be filed by any of them or have properly requested extensions thereof) 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(j) above in respect of all federal, state and foreign income, property 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 Subject to any permitted extensions, the Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign incometax returns including, property without limitation, income and franchise tax returns (returns, or have properly requested extensions thereof) 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(i) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (required to be filed by any of them or have properly requested extensions thereof) 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(l) above in respect of all federal, state and foreign income, property 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 filed all necessary and material federal, state and foreign income, property income tax returns and all material franchise tax returns (applicable to its business, or have properly requested proper extensions thereof) therefor, and, if due and payable, 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 them, except such as may be being contested in good faith and by appropriate proceedingsfaith. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(A)(j) above in respect of all federal, state and foreign income, property income and franchise taxes for all periods reflected in such financial statements as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined. The Company has no knowledge of any tax deficiency that has been or might be asserted or threatened against the Company that could result in a Material Adverse Change.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k2(n) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state state, and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) 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 and by appropriate proceedings. The Company has made adequate charges, accruals accruals, and reserves in the applicable financial statements referred to in Section 6(k1(A)(j) above in respect of all federal, state state, and foreign income, property 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. The Company is not aware of any tax deficiency that has been or might be asserted or threatened against the Company.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) and have paid all material taxes required to be paid by any of them and, if due and payable, any material related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 6(kSections 3(f) above and 3(r) hereof in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings, other than those as would not result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k) above in respect of all federal, state and foreign income, property 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, other than those as would not result in a Material Adverse Change.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) and have paid all material taxes required to be paid by any of them and, if due and payable, any material related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 6(kSections 3(f) above and 3(t) hereof in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 them, except for such failures to file or pay as may be being contested would not, individually or in good faith and by appropriate proceedingsthe aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(i) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (required to be filed by any of them or have properly requested extensions thereof) 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(k) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly requested extensions thereofthereof (which extensions have not expired) 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 them, except as may be being contested in good faith and by appropriate applicable proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(i) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 them, except as may be such taxes that are being contested in good faith and by appropriate proceedingsas to which adequate reserves have been provided as set forth in the following sentence. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(o) above in respect of all federal, state and foreign income, property 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 (including the Guarantors) have filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 (except as may be being contested taxes, assessments, fines or penalties the validity of which the Company is contesting in good faith and by appropriate proceedingsfaith). The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k) 1 above in respect of all federal, state and foreign income, property income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries (including the Guarantors) has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 them, except for such failure to file or pay as may be being contested would not, individually or in good faith and by appropriate proceedingsthe aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(i) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) 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 them, except as may be being contested in good faith and by appropriate proceedings. The Each of the Company and Telebanc has made adequate charges, accruals and reserves in the applicable financial statements referred to included or incorporated by reference in Section 6(k) above the Final Circular in respect of all federal, state and foreign income, property 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. The Company is not aware of any tax deficiency that has been or might be asserted or threatened against the Company or Telebanc that could result in a Material Adverse Change.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns (required to be filed by any of them or have properly requested extensions thereof) 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(A)(j) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (required to be filed by them or have properly requested extensions thereof) 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 or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k2(m) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly requested extensions thereof) 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 except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(l) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 them, except for such failure to file or pay as may be being contested would not, individually or in good faith and by appropriate proceedingsthe aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(A)(i) above in respect of all federal, state and foreign income, property 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 Each of Group and its consolidated subsidiaries have has filed all necessary federal, state and foreign income, property income and franchise tax returns (or required to have properly requested extensions thereof) been filed 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 except them, except, in each case, as may be being contested in good faith and by appropriate proceedings. The Company Each of Group and its subsidiaries has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(n) above in respect of all federal, state and foreign income, property income and franchise taxes for all periods as to which the tax liability of the Company Group or any of its consolidated subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries Subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns (required by the law of the jurisdictions in which the Company and its Subsidiaries are incorporated, managed or engage in business, or have properly 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 except as may be being contested in good faith and by appropriate proceedingsthem. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(m) above in respect of all federal, state and foreign income, property income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries Subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries Subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns (in respect of material taxes or have properly requested extensions thereof) thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar material assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(l) above hereof in respect of all material federal, state and foreign income, property income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries Subsidiaries has not been finally determined.

Tax Law Compliance. The Except as would not have a material adverse effect, individually or in the aggregate, (i) the Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 except as may be being contested in good faith and by appropriate proceedings. The (ii) the Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 6(k1(h) above hereof in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 them, except insofar as may be being contested in good faith and by appropriate proceedingsthe failure to file such returns would not have a Material Adverse Change. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 6(k1(l) above hereof in respect of all federal, state and foreign income, property 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, except to the extent of any inadequacy that would not have a Material Adverse Change on the Company and its consolidated subsidiaries, taken as a whole.

Tax Law Compliance. The Company and its consolidated subsidiaries (including the Guarantors) have filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 (except as may be being contested taxes, assessments, fines or penalties the validity of which the Company is contesting in good faith and by appropriate proceedingsfaith). The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in this Section 6(k) 1 above in respect of all federal, state and foreign income, property income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries (including the Guarantors) has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly filed requested extensions thereof) 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 them, except as the same may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(i) above in respect of all federal, state and foreign income, property 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 Except as disclosed in the Time of Sale Prospectus, the Company and its consolidated subsidiaries have timely filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly 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 them, except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(i) above in respect of all federal, state and foreign income, property 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 filed all necessary federal, state and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) and have paid all taxes required to be paid by any of them (other than with respect to any tax returns which the Company is contesting in good faith and which are not material to the Company) and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedingsthem. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k1(k) above in respect of all federal, state and foreign income, property 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 and the Partnerships have filed all necessary federal, state state, local and foreign income, property income and franchise tax returns (or have properly requested extensions thereof) 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 them, except as may be such, of any, that are being contested in good faith and by appropriate proceedingsfaith. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(k2(k) above in respect of all federal, state state, local and foreign income, property income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries or any of the Partnerships has not been finally determined.