Common use of Tax Returns and Payment Clause in Contracts

Tax Returns and Payment. SUB and PARENT have filed all material Tax Returns required by it and have paid all Taxes shown thereon to be due, except for Taxes being contested in good faith. There is no material claim for Taxes that is a lien against the property of SUB and PARENT other than liens for taxes not yet due and payable. Neither SUB nor PARENT have received notification of any audit of any Tax Return of SUB and PARENT being conducted or pending by a Tax Authority where an adverse determination could have a Material Adverse Effect, no extension or waiver of the statute of limitations on the assessment of any taxes has been granted by SUB and PARENT which is currently in effect, and SUB and PARENT are not a party to any agreement, contract or arrangement with any Tax Authority, which may result in the payment of any material amount. Neither SUB nor PARENT are a party to any tax-sharing or allocation agreement, nor does they owe any amount under any tax-sharing or allocation agreement. Neither SUB nor PARENT have been (nor does it have any liability for unpaid Taxes because it once was) a member of an “affiliated group” within the meaning of Code Section 1502.

Tax Returns and Payment. SUB and PARENT have filed all material Tax Returns required by it and have paid all Taxes shown thereon to be due, except for Taxes being contested in good faith. There is no material claim for Taxes that is a lien against the property of SUB and PARENT other than liens for taxes not yet due and payable. Neither SUB nor PARENT have received notification of any audit of any Tax Return of SUB and PARENT being conducted or pending orpending by a Tax Authority where an adverse determination could have a Material Adverse Effect, no extension or waiver of the statute of limitations on the assessment of any taxes has been granted by SUB and PARENT which is currently in effect, and SUB and PARENT are not a party to any agreement, contract or arrangement with any Tax Authority, which may result in the payment of any material amount. Neither SUB nor PARENT are a party to any tax-sharing or allocation agreement, nor does they owe any amount under any tax-sharing or allocation agreement. Neither SUB nor PARENT have been (nor does it have any liability for unpaid Taxes because it once was) a member of an “affiliated group” within the meaning of Code Section 1502.