Common use of Tax Matters; Government Benefits Clause in Contracts

Tax Matters; Government Benefits. (a) The Company and each of its Subsidiaries have duly filed all Tax Returns (as hereinafter defined) that are required to be filed and have duly paid or caused to be duly paid in full or made adequate provision in accordance with GAAP (or there has been paid or provision has been made on their behalf) for the payment of all Taxes (as hereinafter defined) shown due on such Tax Returns and all other Taxes for which the Company or any of its Subsidiaries is or might be liable. All such Tax Returns are correct and complete in all material respects and accurately reflect all liability for Taxes for the periods covered thereby. All Taxes owed and due by the Company and each of its Subsidiaries for results of operations through December 31, 1996 (whether or not shown on any Tax Return) have been paid or have been adequately reflected on the Company's balance sheet as of December 31, 1996 included in the Financial Statements (the "Balance Sheet"). Since December 31, 1996, the Company has not incurred liability for any Taxes other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries has received notice of any claim made by an authority in a jurisdiction where neither the Company nor any of its Subsidiaries file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.

Tax Matters; Government Benefits. (a) The Company and each of its Subsidiaries have duly filed all Tax Returns (as hereinafter defined) that are required to be filed excluding only such Tax Returns as to which any failure to file shall not have a material adverse effect on the Company and the Company Subsidiaries, taken as a whole, and have duly paid or caused to be duly paid in full or made adequate provision in accordance with GAAP (or there has been paid or provision has been made on their behalf) for the payment of all Taxes (as hereinafter defined) shown due on such Tax Returns and for all other Taxes for which periods or portions thereof ending through the Company or any of its Subsidiaries is or might be liabledate hereof. All such Tax Returns are correct and complete in all material respects and accurately reflect all liability for Taxes for the periods covered thereby. All Taxes owed and due by the Company and each of its all the Company Subsidiaries for results of relating to operations through December 31, 1996 on or prior to the Balance Sheet Date (whether or not shown on any Tax Return) have been paid or have been adequately reflected on the Company's balance sheet as of December 31, 1996 included in the Financial Statements (the "Balance Sheet")Statements. Since December 31, 1996the Balance Sheet Date, the Company has not incurred liability for any Taxes other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries Company Subsidiary has received written notice of any claim made by an authority in a jurisdiction where neither the Company nor any of its Subsidiaries the Company Subsidiary file Tax Returns Returns, that the Company or any such Company Subsidiary is or may be subject to taxation by that jurisdiction.

Tax Matters; Government Benefits. (a) The Except as disclosed in Section 3.10(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries have duly filed (or there has been filed on its behalf) all Tax Returns (as hereinafter defined) that are required to be filed and have duly paid or caused to be duly paid in full or made adequate provision in accordance with GAAP (or there has been paid or provision has been made on their behalf) for the payment of all Taxes (as hereinafter defined) shown due on such Tax Returns and all other Taxes for which the Company or any of its Subsidiaries is or might be liableReturns. All such Tax Returns are correct and complete in all material respects and accurately reflect all liability for Taxes for the periods covered thereby. All Taxes owed and due by the Company and each of its Subsidiaries for results of operations through December 31June 30, 1996 (whether or not shown on any Tax Return) have been paid or have been adequately reflected on the Company's balance sheet as of December 31June 30, 1996 included in the Financial Statements (the "Balance Sheet"). Since December 31June 30, 1996, the Company has not incurred liability for any Taxes other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries has received written notice of any claim made by an authority in a jurisdiction where neither the Company nor any of its Subsidiaries file Tax Returns Returns, that the Company is or may be subject to taxation by that jurisdiction.

Tax Matters; Government Benefits. (a) The Except as set forth in Section 2.10 of the Company Disclosure Schedule, the Company and each of its Subsidiaries have duly filed all Tax Returns (as hereinafter defined) that are required to be filed and have duly paid or caused to be duly paid in full or made adequate provision in accordance with GAAP (or there has been paid or provision has been made on their behalf) for the payment of all Taxes (as hereinafter defined) that are either shown due on such Tax Returns as due and all other Taxes for which the Company payable or otherwise due or claimed to be due by any of its Subsidiaries is or might be liabletaxing authority in writing. All such Tax Returns are correct and complete in all material respects and accurately reflect all liability for Taxes for the periods covered thereby. All Taxes owed and due by the Company and each of its Subsidiaries for with respect to their results of operations through December 31, 1996 1998 (whether or not shown on any Tax Return) have been paid or have been adequately reflected on the Company's consolidated balance sheet as of December 31, 1996 1998 included in the Financial Statements (the "Balance Sheet"). Since December 31, 19961998, the Company has not incurred liability for any Taxes other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries has received written notice of any claim made by an authority in a jurisdiction where neither the Company nor any of its Subsidiaries file files Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction.

Tax Matters; Government Benefits. (a) The Company and each of its Subsidiaries have duly filed all Tax Returns (as hereinafter defined) that are required to be filed excluding only such Tax Returns as to which any failure to file does not have a Company Material Adverse Effect and have duly paid or caused to be duly paid in full or made adequate provision in accordance with GAAP (or there has been paid or provision has been made on their behalf) for the payment of all Taxes (as hereinafter defined) shown due on such Tax Returns and all other Taxes for which the Company or any of its Subsidiaries is or might be liableReturns. All such Tax Returns are correct and complete in all material respects and accurately reflect all liability for Taxes for the periods covered thereby. All Taxes owed and due by the Company and each of its Subsidiaries for results of operations through December 31September 1, 1996 (whether or not shown on any Tax Return) have been paid or have been adequately reflected on the Company's balance sheet as of December 31September 1, 1996 included in the Financial Statements (the "Balance Sheet")) other than those Taxes the failure of which to pay or provide reserves for will not have a Company Material Adverse Effect. Since December 31September 1, 1996, the Company has not incurred liability for any Taxes other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries has received written notice of any claim made by an authority in a jurisdiction where neither the Company nor any of its Subsidiaries file Tax Returns Returns, that the Company is or may be subject to taxation by that jurisdiction.