Common use of Tax Matters; Government Benefits Clause in Contracts

Tax Matters; Government Benefits. (a) Parent and each of its Subsidiaries have duly filed all Tax Returns 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 Parent and the Parent Subsidiaries, taken as a whole, and have duly paid or caused to be duly paid in full or made 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) for all periods or portions thereof ending through the date hereof. All such Tax Returns are correct, complete and accurately reflect all liability for Taxes for the periods covered thereby, except to the extent that any such failure to file or any inaccuracies in any filed Tax Return would not, individually or in the aggregate, have a material adverse affect on Parent. All Taxes owed and due by Parent and all Parent Subsidiaries relating to operations 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 Financial Statements. Since the Balance Sheet Date, Parent has not incurred liability for any Taxes other than in the ordinary course of business. Neither Parent nor any Parent Subsidiary has received notice of any claim made by an authority in a jurisdiction where neither Parent nor any Parent Subsidiary file Tax Returns, that Parent or any such Parent Subsidiary is or may be subject to taxation by that jurisdiction.

Tax Matters; Government Benefits. (a) Parent The Company and each of its eligible domestic Subsidiaries are members of the affiliated group (within the meaning of Section 1504(a) of the Code), of which the Company is the common parent. 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 which, individually or in the aggregate, any failure to file shall does not have a material adverse effect on Parent and the Parent Subsidiaries, taken as a whole, Company Material Adverse Effect and have duly paid or caused to be duly paid in full or made 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) for due with respect to all periods or portions thereof ending through the date hereofcovered by such Tax Returns. All such Tax Returns are correctcorrect and complete in all material respects and accu- rately reflect, complete and accurately reflect in all material respects, all liability for Taxes for the periods covered thereby, except to the extent that any such failure to file or any inaccuracies in any filed Tax Return would not, individually or in the aggregate, have a material adverse affect on Parent. All Taxes owed Tax liabilities of the Company and due by Parent and all Parent each of its Subsidiaries relating to for results of operations on or prior to the Balance Sheet Date through September 30, 1999 (whether or not shown on any Tax Return) have been paid or have been adequately reflected on the Company's bal- ance sheet as of September 30, 1999 included in the Financial StatementsStatements (the "Balance Sheet") other than those Taxes as to which the failure to pay or provide reserves will not have a Company Material Adverse Effect. Since September 30, 1999, the Balance Sheet Date, Parent Company has not incurred liability for any Taxes other than in the ordinary course of business. Neither Parent the Company nor any Parent Subsidiary of its Subsid- iaries has received written notice of any material claim made by an authority in a jurisdiction where neither Parent the Company nor any Parent Subsidiary of its Subsidiaries file Tax Returns, that Parent or any such Parent Subsidiary the Company is or may be subject to taxation by that jurisdiction.

Tax Matters; Government Benefits. (a) a Parent and each of its Subsidiaries have duly filed all Tax Returns that are required to be filed excluding only such Tax Returns as to which any failure to file shall will not have a material adverse effect on Parent and the Parent Subsidiaries, taken as a whole, and have duly paid or caused to be duly paid in full or made 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) for all periods or portions thereof ending through the date hereof. All such Tax Returns are correct, correct and complete in all material respects and accurately reflect all liability for Taxes for the periods covered thereby, except to the extent that any such failure to file or any inaccuracies in any filed Tax Return would not, individually or in the aggregate, have a material adverse affect on Parent. All Taxes owed and due by Parent and all Parent Subsidiaries relating to operations 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 Financial Statements. Since the Balance Sheet Date, Parent has not incurred liability for any Taxes other than in the ordinary course of business. Neither Parent nor any Parent Subsidiary has received written notice of any claim made by an authority in a jurisdiction where neither Parent nor any Parent Subsidiary file Tax Returns, that Parent or any such Parent Subsidiary is or may be subject to taxation by that jurisdiction.

Tax Matters; Government Benefits. (a) Parent SoundView and each of its Subsidiaries have duly filed all Tax Returns that are required to be filed excluding only such Tax Returns as to which any failure to file shall will not have a material adverse effect on Parent SoundView and the Parent SoundView Subsidiaries, taken as a whole, and have duly paid or caused to be duly paid in full or made 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) for all periods or portions thereof ending through the date hereof. All such Tax Returns are correct, correct and complete in all material respects and accurately reflect all liability for Taxes for the periods covered thereby, except to the extent that any such failure to file or any inaccuracies in any filed Tax Return would not, individually or in the aggregate, have a material adverse affect on Parent. All Taxes owed and due by Parent SoundView and all Parent SoundView Subsidiaries relating to operations 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 Financial Statements. Since the Balance Sheet Date, Parent SoundView has not incurred liability for any Taxes other than in the ordinary course of business. Neither Parent SoundView nor any Parent SoundView Subsidiary has received written notice of any claim made by an authority in a jurisdiction where neither Parent SoundView nor any Parent SoundView Subsidiary file Tax Returns, that Parent SoundView or any such Parent SoundView Subsidiary is or may be subject to taxation by that jurisdiction.