Common use of TAX RETURNS AND EXAMINATIONS Clause in Contracts

TAX RETURNS AND EXAMINATIONS. Except as set forth on Schedule 5.18, (i) all Tax Returns required to have been filed by or with respect to Corporation and any affiliated, combined, consolidated, unitary or similar group of which Corporation is or was a member (a "Relevant Group") with any Governmental Authority have been duly filed, and each such Tax Return correctly and completely reflects the income, franchise or other Tax liability and all other information, including the tax basis and recovery periods for assets, required to be reported thereon; (ii) Corporation has furnished or made available to Purchaser complete and accurate copies of all income and franchise tax returns, and any amendments thereto, filed by Corporation for all taxable years ending on or after December 31, 2000; (iii) all Taxes (whether or not shown on any Tax Return and whether or not assessed) owed by Corporation have been paid; (iv) the provisions for Taxes due by Corporation (as opposed to any reserve for deferred Taxes established to reflect timing differences between book and tax income) in the Financial Statements are sufficient for, and adequate to cover, all unpaid Taxes of Corporation; (v) Corporation is not a party to any current agreement extending the time within which to file any Tax Return; (vi) no claim has ever been made by any Taxing Authority in a jurisdiction in which Corporation does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) Corporation has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party; (viii) Corporation does not expect any Governmental Authority to assess any additional Taxes against or in respect of it for any past period; (ix) there is no dispute or claim concerning any Tax liability of Corporation either (a) claimed or raised by any Governmental Authority or (b) otherwise known to Corporation; (x) no issues have been raised in any examination by any Governmental Authority with respect to which, by application of similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (xi) Schedule 5.18 lists all federal, state, local and foreign income Tax Returns filed by or with respect to Corporation for all taxable periods ended on or after January 1, ____, and indicates those tax returns that currently are the subject of audit; (xii) Corporation has delivered to Purchaser complete and correct copies of all federal, state, local and foreign income Tax Returns filed by, and all Tax examination reports and statements of deficiencies assessed against or agreed to by, Corporation since January 1, 2001; (xiii) Corporation has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; (xiv) Corporation has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could require it to make any payments, that would not be deductible by reason of the application of Section 280G of the Code; (xv) Corporation is not a party to any Tax allocation or sharing agreement; (xvi) none of the assets of Corporation constitutes tax-exempt bond-financed property or tax-exempt use property, within the meaning of Section 168 of the Code; (xvii) Corporation is not a party to any "safe harbor lease" that is subject to the provisions of Section 168(f)(8) of the Code as in effect prior to the Tax Reform Act of 1986, or to any "long-term contract" within the meaning of Section 460 of the Code; (xviii) Corporation is not a party to any joint venture, partnership or other arrangement that is treated as a partnership for federal income Tax purposes; (xix) there are no accounting method changes, or proposed or threatened accounting method changes, of Corporation that could give rise to any adjustment under Section 481 of the Code for periods after the Closing Date; (xx) Corporation has not received any written ruling of a Governmental Authority related to Taxes or entered into any written and legally binding agreement with a Governmental Authority relating to Taxes; (xxi) Corporation has substantial authority for the treatment of, or has disclosed (in accordance with Section 6662(d)(2)(ii) of the Code) on its federal income Tax Returns, all positions taken on its relevant federal income Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662(d) of the Code; (xxii) Corporation has no liability for Taxes of any Person other than Corporation (a) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign law), (b) as a transferee or successor, (c) by contract or (d) otherwise; (xxiii) no consent has been filed relating to Corporation pursuant to Section 341(f) of the Code, nor has Corporation made any tax election that would materially increase the amount of Taxes payable by Corporation in any period after the Closing; (xxiv) Seller will pay her respective expenses incurred in connection with this transaction; (xxv) Corporation is not an investment company defined in Section 368(a)(2)(F)(iii) and (iv) of the Code; and (xxvi) the fair market value of the Assets of Corporation exceeds the sum of its liabilities, plus the amount of liabilities, if any, to which the transferred assets are subject; (xxvii) Corporation is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

TAX RETURNS AND EXAMINATIONS. Except as set forth on Schedule 5.18(a) Contributor and the LLC have timely filed with the appropriate taxing authorities all returns (including, (iwithout limitation, information returns and other material information) all Tax Returns in respect of Taxes required to be filed through the date hereof and will timely file any such returns required to be filed on or prior to the Closing Date. The returns and other information filed (or to be filed) are complete and accurate in all material respects. (b) All Taxes of Contributor and the LLC, in respect of periods beginning before the Closing Date, have been filed timely paid, or will be timely paid, prior to the Closing Date, and neither Contributor nor the LLC has any material liability for Taxes in excess of the amounts so paid. All Taxes that Contributor or the LLC has been required to collect or withhold have been duly collected or withheld and, to the extent required when due, have been or will be (prior to the Closing Date) duly paid to the proper taxing authority. (c) Neither the federal income tax returns of Contributor nor those of the LLC have been examined (except examinations which have been completed and which resulted in no material adverse impact to the LLC) or are currently under examination by the Internal Revenue Service, and no material deficiencies for Taxes of Contributor or the LLC have been claimed, proposed or assessed by any taxing or other Governmental Authority. There are no pending or, to the best knowledge of Contributor, threatened audits, investigations or claims for or relating to any material additional liability to Contributor or the LLC in respect of Taxes, and there are no matters under discussion with any Governmental Authorities with respect to Corporation and any affiliated, combined, consolidated, unitary or similar group of which Corporation is or was a member (a "Relevant Group") with any Governmental Authority have been duly filed, and each such Tax Return correctly and completely reflects the income, franchise or other Tax liability and all other information, including the tax basis and recovery periods for assets, required to be reported thereon; (ii) Corporation has furnished or made available to Purchaser complete and accurate copies of all income and franchise tax returns, and any amendments thereto, filed by Corporation for all taxable years ending on or after December 31, 2000; (iii) all Taxes (whether or not shown on any Tax Return and whether or not assessed) owed by Corporation have been paid; (iv) the provisions for Taxes due by Corporation (as opposed to any reserve for deferred Taxes established to reflect timing differences between book and tax income) that in the Financial Statements are sufficient forreasonable judgment of Contributor, and adequate to coverthe LLC, all unpaid Taxes or the counsel of Corporation; (v) Corporation either, is not a party to any current agreement extending the time within which to file any Tax Return; (vi) no claim has ever been made by any Taxing Authority in a jurisdiction in which Corporation does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) Corporation has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party; (viii) Corporation does not expect any Governmental Authority to assess any additional Taxes against or in respect of it for any past period; (ix) there is no dispute or claim concerning any Tax liability of Corporation either (a) claimed or raised by any Governmental Authority or (b) otherwise known to Corporation; (x) no issues have been raised in any examination by any Governmental Authority with respect to which, by application of similar principles, reasonably could be expected likely to result in a proposed deficiency material additional liability to Contributor or the LLC for any other period not so examined; (xi) Schedule 5.18 lists all Taxes. No audits of the LLC's or Contributor's federal, state, and local returns for Taxes by the relevant taxing authorities have occurred, except audits which have been completed and foreign income Tax Returns filed by or which resulted in no material adverse impact to the LLC. Neither Contributor nor the LLC has been notified that any taxing authority intends to audit a return for any period. No extension of a statute of limitations relating to Taxes is in effect with respect to Corporation the LLC or Contributor. (d) There are no liens for all taxable periods ended Taxes (other than for current Taxes not yet due and payable) on the Real Property. (e) The Real Property does not, directly or after January 1indirectly, ____, and indicates those tax returns that currently are secure any debt the subject of audit; (xiiinterest on which is tax-exempt under Section 103(a) Corporation has delivered to Purchaser complete and correct copies of all federal, state, local and foreign income Tax Returns filed by, and all Tax examination reports and statements of deficiencies assessed against or agreed to by, Corporation since January 1, 2001; (xiii) Corporation has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; (xiv) Corporation has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could require it to make any payments, that would not be deductible by reason of the application of Section 280G of the Code; . (xvf) Corporation The Real Property is not a party required to be treated as being owned by any Tax allocation or sharing agreement; (xvi) none of other person pursuant to the assets of Corporation constitutes taxso-exempt bond-financed property or tax-exempt use property, within the meaning of Section 168 of the Code; (xvii) Corporation is not a party to any "called safe harbor lease" that is subject to the lease provisions of former Section 168(f)(8) of the Code as in effect prior to the Tax Reform Act of 1986, or to any Code. (g) The Property is not "long-term contracttax exempt use property" within the meaning of Section 460 of the Code; (xviii) Corporation is not a party to any joint venture, partnership or other arrangement that is treated as a partnership for federal income Tax purposes; (xix) there are no accounting method changes, or proposed or threatened accounting method changes, of Corporation that could give rise to any adjustment under Section 481 of the Code for periods after the Closing Date; (xx) Corporation has not received any written ruling of a Governmental Authority related to Taxes or entered into any written and legally binding agreement with a Governmental Authority relating to Taxes; (xxi) Corporation has substantial authority for the treatment of, or has disclosed (in accordance with Section 6662(d)(2)(ii) of the Code) on its federal income Tax Returns, all positions taken on its relevant federal income Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662(d) of the Code; (xxii) Corporation has no liability for Taxes of any Person other than Corporation (a) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign law), (b) as a transferee or successor, (c) by contract or (d) otherwise; (xxiii) no consent has been filed relating to Corporation pursuant to Section 341(f) of the Code, nor has Corporation made any tax election that would materially increase the amount of Taxes payable by Corporation in any period after the Closing; (xxiv) Seller will pay her respective expenses incurred in connection with this transaction; (xxv) Corporation is not an investment company defined in Section 368(a)(2)(F)(iii) and (iv) of the Code; and (xxvi) the fair market value of the Assets of Corporation exceeds the sum of its liabilities, plus the amount of liabilities, if any, to which the transferred assets are subject; (xxvii) Corporation is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A168(h) of the Code.

TAX RETURNS AND EXAMINATIONS. Except as set forth on provided in Schedule 5.186.18, with respect to Tax Returns and Examinations: (i) all Tax Returns required to have been filed by or with respect to the Corporation and any affiliated, combined, consolidated, unitary or similar group of which the Corporation is or was a member (a "Relevant Group") with any Governmental Authority have been duly filed, and each such Tax Return correctly and completely reflects the income, franchise or other Tax tax liability and all other information, including the tax basis and recovery periods for assets, required to be reported thereon; (ii) the Corporation has furnished or made available to Purchaser complete and accurate copies of all income and franchise tax returns, and any amendments thereto, filed by the Corporation for all taxable years ending on or after December 31June 30, 20001995; (iii) all Taxes (whether or not shown on any Tax Return and whether or not assessed) owed by the Corporation have been paid; (iv) the provisions for Taxes due by the Corporation (as opposed to any reserve for deferred Taxes established to reflect timing differences between book and tax income) in the Financial Statements are sufficient for, and adequate to cover, all unpaid Taxes of Corporationthe Corporation as of such date; (v) the Corporation is not a party to any current agreement extending the time within which to file any Tax Return; (vi) no claim has ever been made by any Taxing Authority in a jurisdiction in which the Corporation does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Corporation has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party; (viii) Corporation does the Sellers do not expect any Governmental Authority to assess any additional Taxes against or in respect of it the Corporation for any past period; (ix) there is no dispute or claim concerning any Tax tax liability of the Corporation either (a) claimed or raised by any Governmental Authority or (b) otherwise known to Corporationthe Corporation or any of the Sellers; (x) no issues have been raised in any examination by any Governmental Authority with respect to which, by application of similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (xi) Schedule 5.18 6.18 lists all federal, state, local and foreign income Tax Returns filed by or with respect to the Corporation for all taxable periods ended on or after January 1June 30, ____1995, and indicates those tax returns that currently are the subject of audit; (xii) the Corporation has delivered to Purchaser complete and correct copies of all federal, state, local and foreign income Tax Returns filed by, and all Tax examination reports and statements of deficiencies assessed against or agreed to by, the Corporation since January 1June 30, 20011995; (xiii) the Corporation has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; (xiv) the Corporation has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could require it to make any payments, that would not be deductible by reason of the application of Section 280G of the Code; (xv) the Corporation is not a party to any Tax allocation or sharing agreement; (xvi) none of the assets of the Corporation constitutes tax-exempt bond-financed property or tax-exempt use property, within the meaning of Section 168 of the Code; (xvii) the Corporation is not a party to any "safe harbor lease" that is subject to the provisions of Section 168(f)(8) of the Code as in effect prior to the Tax Reform Act of 1986, or to any "long-term contract" within the meaning of Section 460 of the Code; (xviii) the Corporation is not a party to any joint venture, partnership or other arrangement that is treated as a partnership for federal income Tax purposes; (xix) there are no accounting method changes, or proposed or threatened accounting method changes, of the Corporation that could give rise to any adjustment under Section 481 of the Code for periods after the Closing Date; (xx) the Corporation has not received any written ruling of a Governmental Authority related to Taxes or entered into any written and legally binding agreement with a Governmental Authority relating to Taxes; (xxi) the Corporation has substantial authority for the treatment of, or has disclosed (in accordance with Section 6662(d)(2)(ii) of the Code) on its federal income Tax Returns, all positions taken on its relevant federal income Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662(d) of the Code; (xxii) the Corporation has no liability for Taxes of any Person other than the Corporation (a) under Section 1.1502-6 of the Treasury regulations Regulations (or any similar provision of state, local or foreign law), (b) as a transferee or successor, (c) by contract or (d) otherwise; (xxiii) no consent has been filed relating to the Corporation pursuant to Section 341(f) of the Code, nor has the Corporation made any tax election that would materially increase the amount of Taxes payable by the Corporation in any period after the Closing; and (xxiv) Seller will pay her respective expenses incurred in connection with this transaction; (xxv) Corporation is not the Corporation's election to be treated as an investment company defined in "S Corporation" pursuant to Section 368(a)(2)(F)(iii) and (iv1362(a) of the Code; and (xxvi) the fair market value of the Assets of Corporation exceeds the sum of its liabilitiesCode is currently valid and, plus the amount of liabilitieswith respect to Tax Returns for taxable periods ended on or after June 30, if any1998, to which the transferred assets are subject; (xxvii) Corporation Seller is not under aware of any facts which could form the jurisdiction basis for the termination of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Codesuch election.

TAX RETURNS AND EXAMINATIONS. Except as set forth on Schedule 5.18(a) Contributor and the LLC have timely filed with the appropriate taxing authorities all returns (including, (iwithout limitation, information returns and other material information) all Tax Returns in respect of Taxes required to be filed through the date hereof and will timely file any such returns required to be filed on or prior to the Closing Date. The returns and other information filed (or to be filed) are complete and accurate in all material respects. (b) All Taxes of Contributor and the LLC, in respect of periods beginning before the Closing Date, have been filed timely paid, or will be timely paid, prior to the Closing Date, and neither Contributor nor the LLC has any material liability for Taxes in excess of the amounts so paid. All Taxes that Contributor or the LLC has been required to collect or withhold have been duly collected or withheld and, to the extent required when due, have been or will be (prior to the Closing Date) duly paid to the proper taxing authority. (c) Neither the federal income tax returns of Contributor nor those of the LLC have been examined (except examinations which have been completed and which resulted in no material adverse impact to the LLC) or are currently under examination by the Internal Revenue Service, and no material deficiencies for Taxes of Contributor or the LLC have been claimed, proposed or assessed by any taxing or other Governmental Authority. There are no pending or, to the best knowledge of Contributor, threatened audits, investigations or claims for or relating to any material additional liability to Contributor or the LLC in respect of Taxes, and there are no matters under discussion with any Governmental Authorities with respect to Corporation and any affiliated, combined, consolidated, unitary or similar group of which Corporation is or was a member (a "Relevant Group") with any Governmental Authority have been duly filed, and each such Tax Return correctly and completely reflects the income, franchise or other Tax liability and all other information, including the tax basis and recovery periods for assets, required to be reported thereon; (ii) Corporation has furnished or made available to Purchaser complete and accurate copies of all income and franchise tax returns, and any amendments thereto, filed by Corporation for all taxable years ending on or after December 31, 2000; (iii) all Taxes (whether or not shown on any Tax Return and whether or not assessed) owed by Corporation have been paid; (iv) the provisions for Taxes due by Corporation (as opposed to any reserve for deferred Taxes established to reflect timing differences between book and tax income) that in the Financial Statements are sufficient forreasonable judgment of Contributor, and adequate to coverthe LLC, all unpaid Taxes or the counsel of Corporation; (v) Corporation either, is not a party to any current agreement extending the time within which to file any Tax Return; (vi) no claim has ever been made by any Taxing Authority in a jurisdiction in which Corporation does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) Corporation has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party; (viii) Corporation does not expect any Governmental Authority to assess any additional Taxes against or in respect of it for any past period; (ix) there is no dispute or claim concerning any Tax liability of Corporation either (a) claimed or raised by any Governmental Authority or (b) otherwise known to Corporation; (x) no issues have been raised in any examination by any Governmental Authority with respect to which, by application of similar principles, reasonably could be expected likely to result in a proposed deficiency material additional liability to Contributor or the LLC for any other period not so examined; (xi) Schedule 5.18 lists all Taxes. No audits of the LLC's or Contributor's federal, state, local and foreign income Tax Returns filed by or with respect to Corporation for all taxable periods ended on or after January 1, ____, and indicates those tax returns that currently are the subject of audit; (xii) Corporation has delivered to Purchaser complete and correct copies of all federal, state, local and foreign income Tax Returns filed by, and all Tax examination reports and statements of deficiencies assessed against or agreed to by, Corporation since January 1, 2001; (xiii) Corporation has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; (xiv) Corporation has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could require it to make any payments, that would not be deductible by reason of the application of Section 280G of the Code; (xv) Corporation is not a party to any Tax allocation or sharing agreement; (xvi) none of the assets of Corporation constitutes tax-exempt bond-financed property or tax-exempt use property, within the meaning of Section 168 of the Code; (xvii) Corporation is not a party to any "safe harbor lease" that is subject to the provisions of Section 168(f)(8) of the Code as in effect prior to the Tax Reform Act of 1986, or to any "long-term contract" within the meaning of Section 460 of the Code; (xviii) Corporation is not a party to any joint venture, partnership or other arrangement that is treated as a partnership for federal income Tax purposes; (xix) there are no accounting method changes, or proposed or threatened accounting method changes, of Corporation that could give rise to any adjustment under Section 481 of the Code for periods after the Closing Date; (xx) Corporation has not received any written ruling of a Governmental Authority related to Taxes or entered into any written and legally binding agreement with a Governmental Authority relating to Taxes; (xxi) Corporation has substantial authority for the treatment of, or has disclosed (in accordance with Section 6662(d)(2)(ii) of the Code) on its federal income Tax Returns, all positions taken on its relevant federal income Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662(d) of the Code; (xxii) Corporation has no liability for Taxes of any Person other than Corporation (a) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign law), (b) as a transferee or successor, (c) by contract or (d) otherwise; (xxiii) no consent has been filed relating to Corporation pursuant to Section 341(f) of the Code, nor has Corporation made any tax election that would materially increase the amount of Taxes payable by Corporation in any period after the Closing; (xxiv) Seller will pay her respective expenses incurred in connection with this transaction; (xxv) Corporation is not an investment company defined in Section 368(a)(2)(F)(iii) and (iv) of the Code; and (xxvi) the fair market value of the Assets of Corporation exceeds the sum of its liabilities, plus the amount of liabilities, if any, to which the transferred assets are subject; (xxvii) Corporation is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.,