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 extensions thereof, which have been required to be 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 as may be being contested in good faith and by appropriate proceedings 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 1 (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, returns or have properly requested extensions thereof, which have been required to be filed 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 or proceedings, except where the failure to do so file or pay would not reasonably be expected to result in a Material Adverse Change. The Except as set forth in the Prospectus, to the knowledge of the Company, the Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 (i2(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 income and franchise tax returns, or extensions thereof, which have been required to be filed returns 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 them, except, in all cases, for any such amounts that the Company is contesting in good faith and by appropriate proceedings or where except in any case in which the failure to do so file or pay would not reasonably be expected to result in the aggregate cause a Material Adverse Change. The Company has made made, to the extent required by GAAP, adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 (i1(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, returns or have properly requested extensions thereof, except in any case in which have been required the failure to be filed so file would not result in a Material Adverse Change, 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 or where the failure to do so as 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 1 (i1(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, returns or have properly requested extensions thereof, which have been required to be filed 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 or where the failure to do so would proceedings, and except for such exceptions as could not reasonably be expected expected, individually or in the aggregate, 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 1 (i2(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 returnsreturns other than those the failure to file would not result in a Material Adverse Change, or extensions thereof, which have been required to be 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 as may be being contested in good faith and by appropriate proceedings or where such amounts the failure to do so pay would not reasonably be expected to result in 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 1 (i1(l) above in respect of all material 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, local and foreign income, property income and franchise tax returns, or extensions thereof, which have been returns required to be filed by them in a timely manner 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 proceedings, except where a default to make such filings or where the failure to do so payments would not reasonably be expected to result in a Material Adverse ChangeEffect. The Company has made adequate charges, accruals and reserves appropriate provisions in the applicable financial statements referred to in Section 1 (i1(p) above in respect of all federal, state state, local and foreign income, property income and franchise taxes for all current or prior 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, local and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns in a timely manner 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 are being contested in good faith and by appropriate proceedings or proceedings, and except where the a failure to do so make such filings or payments would not reasonably be expected to result not, individually or in the aggregate, have a Material Adverse ChangeEffect. The Company has made adequate charges, accruals and reserves appropriate provisions in the applicable financial statements referred to in Section 1 (i1(p) above in respect of all federal, state state, local and foreign income, property income and franchise taxes for all current or prior 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 extensions thereofsubject to permitted extensions, which have been required to be filed and have paid all taxes required to be paid by any of them and, if due and payable, (including any related or similar assessment, fine or penalty levied against any of them that is due and payable) except as may be being contested in good faith and by appropriate proceedings proceedings, and in each case except as would not, individually or where in the failure to do so would not aggregate, reasonably be expected to result in a Material Materially Adverse Change. The Company has made adequate appropriate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1 (i1(o) 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 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, returns or have properly requested extensions thereof, except in any case in which have been required the failure to be filed so file would not result in a Material Adverse Change, 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 or where the failure to do so as 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 1 (i1(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 has filed all necessary federal, state state, local and foreign income, property and franchise tax returns, or extensions thereof, which have been returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes required due, and no tax deficiency has been determined adversely to the Company, nor does the Company have any knowledge of any tax deficiencies that have been, or could reasonably be expected to be paid by any of them andasserted against the Company that could, if due and payablein the aggregate, 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 or where the failure to do so would not reasonably be expected to result in a Material Adverse ChangeEffect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 (i2(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 or any of its consolidated subsidiaries has not been finally determined, except to the extent of any inadequacy that would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns, returns or have properly requested extensions thereof, which have been required to be filed 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 proceedings, and except for such exceptions as could not be expected, individually or where in the failure to do so would not reasonably be expected aggregate, 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 1 (i2(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 state, local and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns 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 or where as would not, individually or in the failure to do so would not reasonably be expected to result in aggregate, cause 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 1 (i1(o) 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, returns or have properly requested extensions thereof, which have been required to be filed 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 proceedings, except where such failure would not, individually or where in the failure to do so would not aggregate, 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 1 (i2(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 income and franchise tax returns, other than those which would not, individually or extensions thereofin the aggregate, which have been required to be filed result in a Material Adverse Change, 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 assessments against which appeals have been or will be being contested promptly taken in good faith and by appropriate proceedings or where the failure as to do so would not reasonably be expected to result in a Material Adverse Changewhich adequate reserves have been provided. The Company has made adequate Adequate charges, accruals and reserves have been made in the applicable financial statements referred to in Section 1 (i1(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 subsidiary have filed all necessary federal, state state, local and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns in a timely manner 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 for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings or where except to the extent that the failure to do so file or pay 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 1 (i1.A.(m) above in respect of all federal, 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 subsidiary 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, returns or have properly requested extensions thereof, which have been required to be filed 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 or where the failure to do so would could not reasonably be expected expected, individually or in the aggregate, 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 1 (i2(m) above 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 has not been finally determined.

Tax Law Compliance. The Company and its consolidated subsidiaries the Subsidiary have filed all necessary federal, state state, local and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns in a timely manner 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 proceedings, or where the failure to do so would such taxes, assessments, fines or penalties that could not reasonably be expected to result in have a Material Adverse ChangeEffect. The Company has made adequate charges, accruals and reserves appropriate provisions in the applicable financial statements referred to in Section 1 (i2(p) above in respect of all federal, state state, local and foreign income, property income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its consolidated subsidiaries the Subsidiary 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, returns or have properly requested extensions thereof, which have been required to be filed 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 proceedings, and except for such exceptions as could not be expected, individually or where in the failure to do so would not reasonably be expected aggregate 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 1 (i2(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 the Subsidiary have filed all necessary federal, state state, local and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns in a timely manner 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 proceedings, or where the failure to do so would such taxes, assessments, fines or penalties that could not reasonably be expected to result in have a Material Adverse ChangeEffect. The Company has made adequate charges, accruals and reserves appropriate provisions in the applicable financial statements referred to in Section 1 (i2(o) above in respect of all federal, state state, local and foreign income, property income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its consolidated subsidiaries subsidiary 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 extensions thereof, which have been required to be filed returns 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 or where the failure to do so file would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Changematerial liability to the Company and its subsidiaries. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 (i1(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 Subsidiaries have filed all necessary material federal, state and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns 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 those being contested in good faith and by appropriate proceedings or where for which adequate reserves have been taken in conformity with generally accepted accounting principles and the failure to do so would nonpayment of which will not reasonably be expected to result in any way jeopardize the Company's status as a Material Adverse ChangeREIT. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 (i1(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 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, returns or have properly requested extensions thereof, which have been required to be filed 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 or where the failure to do so proceedings, except for such exceptions as would not reasonably be expected expected, individually or in the aggregate, 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 1 (i2(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 income and franchise tax returns, returns or have properly requested extensions thereof, which have been required to be filed 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 or proceedings, except where the failure to do so would not reasonably be expected expected, individually or in the aggregate, 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 1 (i2(p) 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 Subsidiaries have filed all necessary material federal, state and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns 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 those being contested in good faith and by appropriate proceedings or where for which adequate reserves have been taken in conformity with generally accepted accounting principles and the failure to do so would nonpayment of which does not reasonably be expected to result in any way jeopardize the Company's status as a Material Adverse ChangeREIT. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 (i1(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 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, returns or have properly requested extensions thereof, which have been required to be filed 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 or proceedings, except where the failure to do so would not reasonably be expected expected, individually or in the aggregate, 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 1 (i2(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 Except in any case in which failure to pay or file (as applicable) would not individually or in the aggregate have a Material Adverse Effect, the Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property income and franchise tax returns, returns or have properly requested extensions thereof, which have been required to be filed 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 or where the failure to do so would not reasonably be expected to result in a Material Adverse Changeproceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 (i2(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 applicable federal, state state, local and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns in a timely manner 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 proceedings, except where a default to make such filings or where payments would not, individually or in the failure to do so would not reasonably be expected to result in aggregate, have a Material Adverse ChangeEffect. The Company has made adequate charges, accruals and reserves appropriate provisions in the applicable financial statements referred to in Section 1 (i2(mm) above in respect of all federal, state state, local and foreign income, property income and franchise taxes for all current or prior 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, returns or have properly requested extensions thereof, which have been required to be filed 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 proceedings, and except for such exceptions as could not be expected, individually or where in the failure aggregate, to do so would not reasonably be expected to result in have a Material Adverse ChangeEffect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 (i2(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, returns or have properly requested extensions thereof, which have been required to be filed 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 proceedings, and except for such exceptions as could not be expected, individually or where in the failure to do so would not reasonably be expected aggregate 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 1 (i‎Section 2(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 income and franchise tax returns, returns or have properly requested extensions thereof, which have been required to be filed 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 or where and, with respect to any states in which the failure Company is not qualified to do so business, except as would not reasonably be expected to result in have a Material Adverse ChangeEffect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1 (i1(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 and franchise tax returns, or extensions thereoftherefor, which have been required to be 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 as may be being contested in good faith and by appropriate proceedings 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 1 (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 state, local and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns in a timely manner 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 (i) for any taxes, assessments, fines or penalties being contested in good faith and by appropriate proceedings proceedings, or (ii) where the failure a default to do so make such filings or payments would not reasonably be expected to result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves appropriate provisions in the applicable financial statements referred to in Section 1 (i1(q) above in respect of all federal, state state, local and foreign income, property income and franchise taxes for all current or prior 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, local and foreign income, property income and franchise tax returns, or extensions thereof, which have been required to be filed returns 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 or where as would not, individually or in the failure to do so would not reasonably be expected to result in aggregate, cause 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 1 (i1(n) 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, returns or have properly requested extensions thereof, except in any case in which have been required the failure to be filed so file would not result in a Material Adverse Change, 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 or where the failure to do so as 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 1 (i1(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 timely filed all necessary federal, state and foreign income, property income and franchise tax returns, returns or have properly requested extensions thereof, which have been required to be filed thereof and have timely 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 or where the failure to do so would could not reasonably be expected expected, individually or in the aggregate, 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 1 (i‎Section 2(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, except to the extent that failure to do so would not be expected to result in a Material Adverse Change.