Common use of Tax Representations and Warranties Clause in Contracts

Tax Representations and Warranties. Except as disclosed in Disclosure Schedule 3.06: (i) all Returns of CCBG or a Subsidiary, including estimated returns and reports of every kind with respect to Taxes, which are due to have been filed in accordance with Applicable Law, have been duly filed, and all such Returns are correct and complete in all respects; no such Return contains any position which is or would be subject to penalties under IRC section 6662 (or any corresponding provision of state, local or foreign Tax law); (ii) there are currently no extensions of time in effect with respect to the dates on which any Returns of CCBG or a Subsidiary were or are due to be filed; (iii) all deficiencies asserted as a result of any examination of any Return have been paid in full, accrued on the books of CCBG or a Subsidiary, as a current tax liability, or finally settled; (iv) since December 31, 1992 no claims have been asserted and, to the knowledge of CCBG, no proposals or deficiencies for any Taxes are being asserted, proposed or threatened, and no audit or investigation of any Return is currently being conducted, is pending or, to CCBG's knowledge, threatened, against CCBG or a Subsidiary; (v) since December 31, 1992, there have been no adjustments proposed by taxing authorities in connection with any Return of CCBG or a Subsidiary; (vi) there are no outstanding waivers or agreements by CCBG or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any waivers of the statute of limitations in respect of Taxes for which CCBG or any Subsidiary may have any liability or any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by CCBG or any Subsidiary or any other matter pending between CCBG or any Subsidiary and any taxing authority; (vii) there are no liens for Taxes upon any property or assets of CCBG or any Subsidiary except liens for current Taxes not yet due, nor are there any liens which are pending, or to CCBG's knowledge, threatened; (viii) there are no outstanding rulings issued since December 31, 1992 of, or outstanding requests for rulings with, any Taxing authority addressed to CCBG or a Subsidiary that are binding on CCBG or a Subsidiary; (ix) no assets of CCBG or any Subsidiary or of any "related person," as that term is defined in IRC section 144(a)(3) (or section 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended (the "1954 IRC")), whether owned or leased pursuant to a Capital Lease, have been financed by private activity bonds within the meaning of IRC section 141 (or industrial development bonds within the meaning of 1954 XXX xxxtion 103(b)), and none of CCBG, any Subsidiary or any related person is a "principal user," as that term is used in the context of IRC section 144(a) (or 1954 XXX xxxtion 103(b)), of any building which has been so financed; (x) neither CCBG nor any Subsidiary has made any payment which constitutes an "excess parachute payment" within the meaning of IRC section 280G or any similar provision of state or local law; (xi) neither CCBG nor any Subsidiary is a party to or bound by (or prior to Closing, except as contemplated by this Agreement, will become a party to or bound by) any tax indemnity, tax sharing or tax allocation agreement or arrangement; (xii) except for the group of which CCBG is presently a member, CCBG has not, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504, other than as a common parent corporation, and no Subsidiary has, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504, except where CCBG was the common parent corporation of such affiliated group; (xiii) neither CCBG nor any Subsidiary is a party to any joint venture, partnership, or other arrangement or contract which could be treated as a partnership for federal income tax purposes which is not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises; (xiv) each asset with respect to which CCBG or a Subsidiary claims depreciation, amortization or similar expense for Tax purposes is owned for Tax purposes by CCBG or such Subsidiary; (xv) neither CCBG nor any Subsidiary has executed any closing agreement pursuant to IRC section 7121 or any predecessor provision thereof, or any similar provision of state or local law; (xvi) no claim has been made since December 31, 1992 by any authority in a jurisdiction where CCBG or a Subsidiary does not file Returns that such corporation is or may be subject to taxation by that jurisdiction; (xvii) neither CCBG nor any Subsidiary has, since December 31, 1992, agreed to any adjustments pursuant to IRC section 481(a) or any similar provision of state or local law by reason of a change in accounting method, and no application requesting permission for any change in accounting method by CCBG or any Subsidiary is pending with any taxing authority; (xviii) neither CCBG nor any Subsidiary has been a United States real property holding corporation (as defined in IRC section 897(c)(2)) during the applicable period specified in IRC section 897(c)(1)(A)(ii); (xix) copies of all federal and state income tax returns and franchise tax returns of CCBG or any Subsidiary (where such Subsidiary is required to file a separate return) for the last three years have been delivered to Enterprises. Additionally, any audit report issued by any federal, state, or local taxing authority for taxable years ended in 1990 and subsequent has been delivered or otherwise made available to Enterprises; (xx) all material elections with respect to Taxes which are not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises as of the date hereof are set forth in the Disclosure Schedule; after the date hereof, no election with respect to Taxes will be made without the written consent of Enterprises; and (xxi) except as set forth in Disclosure Schedule 3.06 since December 31, 1992: (1) neither CCBG nor any Subsidiary has filed a consent pursuant to IRC section 341(f) and (2) neither CCBG nor any Subsidiary has filed, or may be deemed to have filed, any election under IRC section 338.

Tax Representations and Warranties. Except as disclosed in Disclosure Schedule 3.06The Seller hereby ---------------------------------- represents and warrants to ACI that: (a) Except as set forth on Schedule 14.02(a), (i) the Seller ----------------- has, in respect of the Transaction Processing Business and the Acquired Assets, timely filed all Tax Returns of CCBG or a Subsidiary, including estimated returns and reports of every kind with respect to Taxes, which are required to be filed and paid all Taxes due pursuant to such Tax Returns; (ii) all such Tax Returns are complete and accurate and disclose all Taxes required to be paid in respect of the Transaction Processing Business and the Acquired Assets; and (iii) the Seller is not currently the beneficiary of any extension of time within which to file any Tax Return. The Seller has delivered or made available to ACI complete and accurate copies of all Tax Returns filed with a Taxing Authority for all open tax years of the Seller. The Seller has timely paid or will timely pay, or has otherwise made provision for the payment of, all Taxes that have been filed or may become due in accordance with Applicable Lawrespect of any Pre- Closing Tax Period, the non-payment of which would result in an Encumbrance on any Acquired Asset (that would not be released pursuant to the Sale Order). (b) Except as set forth on Schedule 14.02(b), all Taxes that the ----------------- Seller is or was required to withhold or collect (including from employees of the Seller for income Taxes and social security and other payroll Taxes) have been duly filedwithheld or collected and either paid to the respective Taxing Authority, set aside in accounts for such purpose, or accrued, reserved against and entered upon the books of the Seller. Except where payment of sales, use or other similar Taxes have been made, the Seller has properly requested, received and retained all such Returns necessary exemption certificates and other documentation supporting any claimed exemption or waiver of sales, use or other similar Taxes as to which the Seller would have otherwise been obligated to collect or withhold Taxes. (c) The transactions contemplated herein are correct and complete in all respects; no such Return contains any position which is or would be not subject to penalties under IRC section 6662 (the Tax withholding provisions of Section 3406 or of Subchapter A of Chapter 3 of the Code or of any corresponding provision other provisions of federal, state, local or foreign Tax law); (ii) there are currently no extensions of time in effect with respect to the dates on which any Returns of CCBG or a Subsidiary were or are due to be filed; (iii) all deficiencies asserted as a result of any examination of any Return have been paid in full, accrued on the books of CCBG or a Subsidiary, as a current tax liability, or finally settled; (iv) since December 31, 1992 no claims have been asserted and, to the knowledge of CCBG, no proposals or deficiencies for any Taxes are being asserted, proposed or threatened, law and no audit or investigation of any Return is currently being conductedsales Taxes, is pending oruse Taxes, to CCBG's knowledge, threatened, against CCBG or a Subsidiary; (v) since December 31, 1992, there have been no adjustments proposed by taxing authorities in connection with any Return of CCBG or a Subsidiary; (vi) there are no outstanding waivers or agreements by CCBG or any Subsidiary for the extension of time for the assessment of any real estate transfer Taxes or deficiency thereof, nor are there any waivers of the statute of limitations in respect of Taxes for which CCBG or any Subsidiary may have any liability or any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by CCBG or any Subsidiary or any other matter pending between CCBG or any Subsidiary and any taxing authority; (vii) there are no liens for Taxes upon any property or assets of CCBG or any Subsidiary except liens for current Taxes not yet due, nor are there any liens which are pending, or to CCBG's knowledge, threatened; (viii) there are no outstanding rulings issued since December 31, 1992 of, or outstanding requests for rulings with, any Taxing authority addressed to CCBG or a Subsidiary that are binding on CCBG or a Subsidiary; (ix) no assets of CCBG or any Subsidiary or of any "related person," as that term is defined in IRC section 144(a)(3) (or section 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended (the "1954 IRC")), whether owned or leased pursuant to a Capital Lease, have been financed by private activity bonds within the meaning of IRC section 141 (or industrial development bonds within the meaning of 1954 XXX xxxtion 103(b)), and none of CCBG, any Subsidiary or any related person is a "principal user," as that term is used in the context of IRC section 144(a) (or 1954 XXX xxxtion 103(b)), of any building which has been so financed; (x) neither CCBG nor any Subsidiary has made any payment which constitutes an "excess parachute payment" within the meaning of IRC section 280G or any similar provision of state or local law; (xi) neither CCBG nor any Subsidiary is a party to or bound by (or prior to Closing, except as contemplated by this Agreement, will become a party to or bound by) any tax indemnity, tax sharing or tax allocation agreement or arrangement; (xii) except for the group of which CCBG is presently a member, CCBG has not, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504, other than as a common parent corporation, and no Subsidiary has, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504, except where CCBG was the common parent corporation of such affiliated group; (xiii) neither CCBG nor any Subsidiary is a party to any joint venture, partnership, or other arrangement or contract which could be treated as a partnership for federal income tax purposes which is not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises; (xiv) each asset with respect to which CCBG or a Subsidiary claims depreciation, amortization or similar expense for Tax purposes is owned for Tax purposes by CCBG or such Subsidiary; (xv) neither CCBG nor any Subsidiary has executed any closing agreement pursuant to IRC section 7121 or any predecessor provision thereof, or any similar provision of state or local law; (xvi) no claim has been made since December 31, 1992 by any authority in a jurisdiction where CCBG or a Subsidiary does not file Returns that such corporation is or may be subject to taxation by that jurisdiction; (xvii) neither CCBG nor any Subsidiary has, since December 31, 1992, agreed to any adjustments pursuant to IRC section 481(a) or any similar provision of state or local law by reason of a change in accounting method, and no application requesting permission for any change in accounting method by CCBG or any Subsidiary is pending with any taxing authority; (xviii) neither CCBG nor any Subsidiary has been a United States real property holding corporation (as defined in IRC section 897(c)(2)) during the applicable period specified in IRC section 897(c)(1)(A)(ii); (xix) copies of all federal and state income tax returns and franchise tax returns of CCBG or any Subsidiary (where such Subsidiary is required to file a separate return) for the last three years have been delivered to Enterprises. Additionally, any audit report issued by any federal, state, or local taxing authority for taxable years ended in 1990 and subsequent has been delivered or otherwise made available to Enterprises; (xx) all material elections with respect to Taxes which are not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises as of the date hereof are set forth in the Disclosure Schedule; after the date hereof, no election with respect to Taxes will be made without imposed on the written consent transfer of Enterprises; and (xxi) except as set forth in Disclosure Schedule 3.06 since December 31, 1992: (1) neither CCBG nor any Subsidiary has filed a consent the Acquired Assets or the assumption of the Assumed Liabilities pursuant to IRC section 341(f) and (2) neither CCBG nor any Subsidiary has filed, or may be deemed to have filed, any election under IRC section 338this Agreement.

Tax Representations and Warranties. Except Sellers, jointly and severally, represent and warrant to Buyer as disclosed in Disclosure Schedule 3.06follows: (ia) Within the times and in the manner prescribed by applicable law, the Subject Companies (and their predecessors) have properly prepared and filed all Tax Returns of CCBG required by applicable law and have timely paid or a Subsidiary, including estimated returns properly accrued all Taxes due and reports of every kind with respect to Taxes, which are due to have been filed in accordance with Applicable Law, have been duly filed, and all payable. All such Tax Returns are correct true and complete in all material respects; no such Return contains any position which is or would be subject . The Subject Companies (and their predecessors) have complied in all material respects with all applicable laws relating to penalties under IRC section 6662 Taxes. (b) None of the Subject Companies (or any corresponding provision predecessor thereof) (i) has filed a consent or agreement pursuant to Section 341(f) of statethe Code, local or foreign Tax law); (ii) there are currently no extensions of time is a party to or bound by any closing agreement, offer in effect compromise or any other agreement with respect to the dates on which any Returns of CCBG Tax authority or a Subsidiary were any Tax indemnity or are due to be filed; Tax sharing agreement with any person, (iii) all deficiencies asserted as a result has present or contingent Liabilities for Taxes, other than Taxes incurred in the ordinary course of any examination of any Return have been paid in full, accrued business thereof and reflected on the books of CCBG or a Subsidiarymost recent balance sheet included in the SRI Financial Statements and the HSL Financial Statements, as a current tax liabilityapplicable, or finally settled; incurred in the ordinary course of business since June 30, 2002 in amounts consistent with prior years, (iv) since December 31, 1992 no claims have been asserted and, to the knowledge of CCBG, no proposals has engaged in a trade or deficiencies for any Taxes are being asserted, proposed or threatened, and no audit or investigation of any Return is currently being conducted, is pending or, to CCBG's knowledge, threatened, against CCBG or a Subsidiary; (v) since December 31, 1992, there have been no adjustments proposed by taxing authorities in connection with any Return of CCBG or a Subsidiary; (vi) there are no outstanding waivers or agreements by CCBG or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any waivers of the statute of limitations in respect of Taxes for which CCBG or any Subsidiary may have any liability or any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by CCBG or any Subsidiary or any other matter pending between CCBG or any Subsidiary and any taxing authority; (vii) there are no liens for Taxes upon any property or assets of CCBG or any Subsidiary except liens for current Taxes not yet due, nor are there any liens which are pendingbusiness, or to CCBG's knowledge, threatened; had a permanent establishment (viii) there are no outstanding rulings issued since December 31, 1992 of, or outstanding requests for rulings with, any Taxing authority addressed to CCBG or a Subsidiary that are binding on CCBG or a Subsidiary; (ix) no assets of CCBG or any Subsidiary or of any "related person," as that term is defined in IRC section 144(a)(3) (or section 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended (the "1954 IRC")), whether owned or leased pursuant to a Capital Lease, have been financed by private activity bonds within the meaning of IRC section 141 (or industrial development bonds within the meaning of 1954 XXX xxxtion 103(b)an applicable tax treaty), and none of CCBGwithin a country other than the United States, any Subsidiary or any related person (v) is a "principal user," as party to an agreement that term is used in the context of IRC section 144(a) (or 1954 XXX xxxtion 103(b)), of any building which has been so financed; (x) neither CCBG nor any Subsidiary has made any payment which constitutes could give rise to an "excess parachute payment" within the meaning of IRC section Section 280G of the Code. (c) There are and have been no (i) proposed, threatened or actual assessments, audits, examinations or disputes as to Taxes relating to the Subject Companies (or their predecessors), except as set forth in Section 7.01(c) of the Disclosure Schedule, and (ii) adjustments under Section 481 of the Code or any similar provision adjustments with respect to the Company or any Subsidiary (or their predecessors), or waivers or extensions of state the statute of limitations with respect to Taxes for which the Company or local law;any Subsidiary could be held liable. There are no Liens for Taxes upon any of the assets of the Subject Companies nor, to Sellers' Knowledge, is any taxing authority in the process of imposing any Lien for Taxes upon such assets, except for Liens for Taxes not yet due and payable. (xid) neither CCBG As of the date hereof, none of the Subject Companies (nor any Subsidiary is predecessor thereof) has been a party to "distributing corporation" or bound by (or prior to Closinga "controlled corporation" in connection with a distribution described in Section 355 of the Code, except as contemplated by this Agreementsince February 10, will become a party to or bound by) any tax indemnity, tax sharing or tax allocation agreement or arrangement;1998. (xiie) except for None of the group of which CCBG is presently a member, CCBG Subject Companies (nor any predecessor thereof) has not, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504Section 1504 of the Code, or a member of a combined, consolidated or unitary group for state, local or foreign Tax purposes, other than as a common parent corporation, and no Subsidiary has, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504, except where CCBG was the common parent corporation of such affiliated group; (xiii) neither CCBG nor any Subsidiary is a party to any joint venture, partnership, or other arrangement or contract which could be treated as a partnership for federal income tax purposes which is not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises; (xiv) each asset with respect to which CCBG or a Subsidiary claims depreciationCompany since February 10, amortization or similar expense for Tax purposes is owned for Tax purposes by CCBG or such Subsidiary; (xv) neither CCBG nor any Subsidiary has executed any closing agreement pursuant to IRC section 7121 or any predecessor provision thereof, or any similar provision of state or local law; (xvi) no claim has been made since December 31, 1992 by any authority in a jurisdiction where CCBG or a Subsidiary does not file Returns that such corporation is or may be subject to taxation by that jurisdiction; (xvii) neither CCBG nor any Subsidiary has, since December 31, 1992, agreed to any adjustments pursuant to IRC section 481(a) or any similar provision of state or local law by reason of a change in accounting method, and no application requesting permission for any change in accounting method by CCBG or any Subsidiary is pending with any taxing authority; (xviii) neither CCBG nor any Subsidiary has been a United States real property holding corporation (as defined in IRC section 897(c)(2)) during the applicable period specified in IRC section 897(c)(1)(A)(ii); (xix) copies of all federal and state income tax returns and franchise tax returns of CCBG or any Subsidiary (where such Subsidiary is required to file a separate return) for the last three years have been delivered to Enterprises. Additionally, any audit report issued by any federal, state, or local taxing authority for taxable years ended in 1990 and subsequent has been delivered or otherwise made available to Enterprises; (xx) all material elections with respect to Taxes which are not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises as of the date hereof are set forth in the Disclosure Schedule; after the date hereof, no election with respect to Taxes will be made without the written consent of Enterprises; and (xxi) except as set forth in Disclosure Schedule 3.06 since December 31, 1992: (1) neither CCBG nor any Subsidiary has filed a consent pursuant to IRC section 341(f) and (2) neither CCBG nor any Subsidiary has filed, or may be deemed to have filed, any election under IRC section 3381998.

Tax Representations and Warranties. Except as disclosed in Disclosure Schedule 3.06The Seller hereby represents and warrants to the Purchaser that: (ia) Except as set forth on Schedule 10.02(a), the Seller and each of the Acquired Subsidiaries has timely filed all Tax Returns of CCBG or a Subsidiary, including estimated returns and reports of every kind with respect relating to Taxes, any Pre-Closing Tax Period which are due required to have been filed in accordance with Applicable Law, have been duly be filed, and all such Tax Returns are correct and complete in all respects; material respects and the Taxes due on such Tax Returns have been paid to the extent the non-filing of such Tax Returns, the failure of such Tax Returns to be correct and complete, or the non- payment of such Taxes would result in a Lien on any Acquired Asset or asset of any Acquired Subsidiary (that would not be released pursuant to the Section 363/365 Order). The Seller has delivered or made available to Purchaser complete and accurate copies of all federal and all other material Tax Returns filed with the Taxing Authorities for all open tax years of the Seller and each Acquired Subsidiary. Each of the Seller and the Acquired Subsidiaries has timely paid or will timely pay, or made provision for the payment of, all Taxes that have or may become due in respect of periods (or portions thereof) ending on or before the Closing Date the non-payment of which would result in a Lien on any Acquired Asset or asset of any Acquired Subsidiary (that would not be released pursuant to the Section 363/365 Order), except such Taxes, if any, as are listed in Schedule 10.02(a) or as to which adequate financial statement reserves have been determined in accordance with GAAP. (b) Except as set forth on Schedule 10.02(b), all Taxes that the Seller or any Acquired Subsidiary is or was required to withhold or collect have been duly withheld or collected in all material respects and, to the extent required, have been paid to the proper Taxing Authority or other Person. Except where payment of sales, use or other similar Taxes have been made, the Acquired Subsidiaries have properly requested, received and retained all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of sales, use or other similar Taxes as to which the Acquired Subsidiaries would have otherwise been obligated to collect or withhold Taxes. (c) Except as set forth on Schedule 10.02(c), there is, in writing, no claim, action, audit or other proceeding now pending or threatened relating to the Taxes of the Seller or any of the Acquired Subsidiaries. Schedule 10.02(c) sets forth for the Seller and each Acquired Subsidiary the federal and other material Tax Returns which have been audited by the relevant Taxing Authorities for each period set forth on Schedule 10.02(c) after 1993. Except as set forth on Schedule 10.02(c), (i) neither the Seller nor any Acquired Subsidiary has been notified in writing by any Taxing Authority that it intends to audit a Tax Return for any period to the extent such Return contains notification is still pending, (ii) no power of attorney has been executed by any position of the Acquired Subsidiaries with respect to any matters relating to Taxes which is currently in force, and (iii) no extension or would waiver of a statute of limitations relating to Taxes is in effect with respect to any of the Acquired Subsidiaries. (d) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the Acquired Assets. None of the assets of the Acquired Subsidiaries or the Acquired Assets is property that is required to be treated for Tax purposes as being owned by any other Person. (e) The transactions contemplated herein are not subject to penalties the Tax withholding provisions of Section 3406 or of Subchapter A of Chapter 3 of the Code or of any other provisions of federal, state, local or foreign law. (f) Except as set forth on Schedule 10.02(f), except with respect to any group of which the Seller is the common parent for tax purposes, neither the Seller nor any of the Acquired Subsidiaries has any liability for the Taxes of any other Person under IRC section 6662 Treasury Regulation Section 1.1502- 6 (or any corresponding similar provision of state, local or foreign Tax law); (ii) there are currently no extensions of time in effect with respect to the dates on which any Returns of CCBG or a Subsidiary were or are due to be filed; (iii) all deficiencies asserted as a result of any examination of any Return have been paid in full, accrued on the books of CCBG or a Subsidiary, as a current tax liabilitytransferee or successor, by contract (including any Tax sharing or finally settled;allocation agreement) or otherwise. (ivg) since December 31, 1992 no claims have been asserted and, to the knowledge of CCBG, no proposals or deficiencies for any Taxes are being asserted, proposed or threatened, and no audit or investigation of any Return is currently being conducted, is pending or, to CCBG's knowledge, threatened, against CCBG or a Subsidiary; (v) since December 31, 1992, there have been no adjustments proposed by taxing authorities in connection with any Return of CCBG or a Subsidiary; (vi) there are no outstanding waivers or agreements by CCBG or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any waivers None of the statute of limitations in respect of Taxes for which CCBG or any Subsidiary may have any liability or any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by CCBG or any Subsidiary or any other matter pending between CCBG or any Subsidiary and any taxing authority; (vii) there are no liens for Taxes upon any property or assets of CCBG or any Subsidiary except liens for current Taxes not yet due, nor are there any liens which are pending, or to CCBG's knowledge, threatened; (viii) there are no outstanding rulings issued since December 31, 1992 of, or outstanding requests for rulings with, any Taxing authority addressed to CCBG or a Subsidiary that are binding on CCBG or a Subsidiary; (ix) no assets of CCBG or any Subsidiary or of any "related person," as that term is defined in IRC section 144(a)(3) (or section 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended (the "1954 IRC")), whether owned or leased pursuant to a Capital Lease, have Acquired Subsidiaries has been financed by private activity bonds within the meaning of IRC section 141 (or industrial development bonds within the meaning of 1954 XXX xxxtion 103(b)), and none of CCBG, any Subsidiary or any related person is a "principal user," as that term is used in the context of IRC section 144(a) (or 1954 XXX xxxtion 103(b)), of any building which has been so financed; (x) neither CCBG nor any Subsidiary has made any payment which constitutes an "excess parachute paymentUnited States real property holding corporation" within the meaning of IRC section 280G or any similar provision of state or local law; (xiSection 897(c)(2) neither CCBG nor any Subsidiary is a party to or bound by (or prior to Closing, except as contemplated by this Agreement, will become a party to or bound by) any tax indemnity, tax sharing or tax allocation agreement or arrangement; (xii) except for the group of which CCBG is presently a member, CCBG has not, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504, other than as a common parent corporation, and no Subsidiary has, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504, except where CCBG was the common parent corporation of such affiliated group; (xiii) neither CCBG nor any Subsidiary is a party to any joint venture, partnership, or other arrangement or contract which could be treated as a partnership for federal income tax purposes which is not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises; (xiv) each asset with respect to which CCBG or a Subsidiary claims depreciation, amortization or similar expense for Tax purposes is owned for Tax purposes by CCBG or such Subsidiary; (xv) neither CCBG nor any Subsidiary has executed any closing agreement pursuant to IRC section 7121 or any predecessor provision thereof, or any similar provision of state or local law; (xvi) no claim has been made since December 31, 1992 by any authority in a jurisdiction where CCBG or a Subsidiary does not file Returns that such corporation is or may be subject to taxation by that jurisdiction; (xvii) neither CCBG nor any Subsidiary has, since December 31, 1992, agreed to any adjustments pursuant to IRC section 481(a) or any similar provision of state or local law by reason of a change in accounting method, and no application requesting permission for any change in accounting method by CCBG or any Subsidiary is pending with any taxing authority; (xviii) neither CCBG nor any Subsidiary has been a United States real property holding corporation (as defined in IRC section 897(c)(2)) Code during the applicable period specified in IRC section Section 897(c)(1)(A)(ii); (xix) copies of all federal and state income tax returns and franchise tax returns of CCBG or any Subsidiary (where such Subsidiary is required to file a separate return) for the last three years have been delivered to Enterprises. Additionally, any audit report issued by any federal, state, or local taxing authority for taxable years ended in 1990 and subsequent has been delivered or otherwise made available to Enterprises; (xx) all material elections with respect to Taxes which are not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises as of the date hereof are set forth in the Disclosure Schedule; after the date hereof, no election with respect to Taxes will be made without the written consent of Enterprises; and (xxi) except as set forth in Disclosure Schedule 3.06 since December 31, 1992: (1) neither CCBG nor any Subsidiary has filed a consent pursuant to IRC section 341(f) and (2) neither CCBG nor any Subsidiary has filed, or may be deemed to have filed, any election under IRC section 338Code.

Tax Representations and Warranties. Except as disclosed in Disclosure Schedule 3.06The Sellers represent and warrant that: (ia) Taking into account all extensions of time granted by the applicable Taxing authorities, the Selling Companies and Subsidiaries have timely filed (or have had filed on their behalf), all Tax Returns of CCBG or a Subsidiary, including estimated returns and reports of every kind (as defined in this Agreement) that were required to be filed by applicable law with respect to Taxesthe Subsidiaries and the Acquired Assets. All such Tax Returns were, as of the time of filing, materially true, complete and correct. Except as set forth on Schedule 6.1(a), none of the Subsidiaries is currently the beneficiary of any extension of time within which to file any Income Tax Return or franchise Tax Return. (b) The Selling Companies and Subsidiaries have paid (or have had paid on their behalf), or where payment is not yet due, have established (or have had established on their behalf and for their sole benefit and recourse), an adequate accrual for the payment of, all Taxes (as defined in this Agreement) due with respect to the Subsidiaries and the Acquired Assets. (c) There are due no Liens for Taxes upon the Acquired Assets of the Selling Companies or the Subsidiaries, except for statutory liens for Taxes not yet due. The transactions contemplated by this Agreement will not give rise to (i) the creation of any Liens against the Acquired Assets or the Subsidiaries in respect of any Taxes or (ii) the assertion of any additional Taxes against the Acquired Assets or the Subsidiaries. (d) Except as set forth on Schedule 6.1(d), with respect to the Acquired Assets and the Subsidiaries, no material adjustments or deficiencies relating to the Tax Returns referred to in clause (a) of this Section have been filed proposed, asserted or assessed in accordance with Applicable Law, have been duly filed, and all such Returns are correct and complete in all respects; no such Return contains any position which is writing by the Internal Revenue Service or would be subject to penalties under IRC section 6662 (or any corresponding provision of the relevant state, local or foreign Tax law); (ii) there are currently no extensions of time in effect with respect to the dates on Taxing Authority, except for such material adjustments or deficiencies which any Returns of CCBG or a Subsidiary were or are due to be filed; (iii) all deficiencies asserted as a result of any examination of any Return have been fully paid in full, accrued on the books of CCBG or a Subsidiary, as a current tax liability, or finally settled; (iv) since December 31, 1992 no claims have been asserted and, to the knowledge of CCBG, no proposals or deficiencies for any Taxes are being asserted, proposed or threatened, and no audit or investigation of any Return is currently being conducted, is pending or, to CCBG's knowledge, threatened, against CCBG or a Subsidiary; (v) since December 31, 1992, there have been no adjustments proposed by taxing authorities in connection with any Return of CCBG or a Subsidiary; (vi) there are no outstanding waivers or agreements by CCBG or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any waivers of the statute of limitations in respect of Taxes for which CCBG or any Subsidiary may have any liability or any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by CCBG or any Subsidiary or any other matter pending between CCBG or any Subsidiary and any taxing authority; (vii) there are no liens for Taxes upon any property or assets of CCBG or any Subsidiary except liens for current Taxes not yet due, nor are there any liens which are pending, or to CCBG's knowledge, threatened; (viii) there are no outstanding rulings issued since December 31, 1992 of, or outstanding requests for rulings with, any Taxing authority addressed to CCBG or a Subsidiary that are binding on CCBG or a Subsidiary; (ix) no assets of CCBG or any Subsidiary or of any "related person," as that term is defined in IRC section 144(a)(3) (or section 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended (the "1954 IRC")), whether owned or leased pursuant to a Capital Lease, have been financed by private activity bonds within the meaning of IRC section 141 (or industrial development bonds within the meaning of 1954 XXX xxxtion 103(b)), and none of CCBG, any Subsidiary or any related person is a "principal user," as that term is used in the context of IRC section 144(a) (or 1954 XXX xxxtion 103(b)), of any building which has been so financed; (x) neither CCBG nor any Subsidiary has made any payment which constitutes an "excess parachute payment" within the meaning of IRC section 280G or any similar provision of state or local law; (xi) neither CCBG nor any Subsidiary is a party to or bound by (or prior to Closing, except as contemplated by this Agreement, will become a party to or bound by) any tax indemnity, tax sharing or tax allocation agreement or arrangement; (xii) except for the group of which CCBG is presently a member, CCBG has not, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504, other than as a common parent corporation, and no Subsidiary has, within the last five years, been a member of an affiliated group of corporations, within the meaning of IRC section 1504, except where CCBG was the common parent corporation of such affiliated group; (xiii) neither CCBG nor any Subsidiary is a party to any joint venture, partnership, or other arrangement or contract which could be treated as a partnership for federal income tax purposes which is not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises; (xiv) each asset with respect to which CCBG or a Subsidiary claims depreciation, amortization or similar expense for Tax purposes is owned for Tax purposes by CCBG or such Subsidiary; (xv) neither CCBG nor any Subsidiary has executed any closing agreement pursuant to IRC section 7121 or any predecessor provision thereof, or any similar provision of state or local law; (xvi) no claim has been made since December 31, 1992 by any authority in a jurisdiction where CCBG or a Subsidiary does not file Returns that such corporation is or may be subject to taxation by that jurisdiction; (xvii) neither CCBG nor any Subsidiary has, since December 31, 1992, agreed to any adjustments pursuant to IRC section 481(a) or any similar provision of state or local law by reason of a change in accounting method, and no application requesting permission for any change in accounting method by CCBG or any Subsidiary is pending with any taxing authority; (xviii) neither CCBG nor any Subsidiary has been a United States real property holding corporation (as defined in IRC section 897(c)(2)) during the applicable period specified in IRC section 897(c)(1)(A)(ii); (xix) copies of all federal and state income tax returns and franchise tax returns of CCBG or any Subsidiary (where such Subsidiary is required to file a separate return) for the last three years have been delivered to Enterprises. Additionally, any audit report issued by any federal, state, or local taxing authority for taxable years ended in 1990 and subsequent has been delivered or otherwise made available to Enterprises; (xx) all material elections with respect to Taxes which are not evident in copies of the Returns and the supporting work papers of CCBG and its Subsidiaries made available to Enterprises as of the date hereof are set forth in the Disclosure Schedule; after the date hereof, no election with respect to Taxes will be made without the written consent of Enterprises; and (xxi) except as set forth in Disclosure Schedule 3.06 since December 31, 1992: (1) neither CCBG nor any Subsidiary has filed a consent pursuant to IRC section 341(f) and (2) neither CCBG nor any Subsidiary has filed, or may be deemed to have filed, any election under IRC section 338.