Common use of Tax Returns and Payments, Etc Clause in Contracts

Tax Returns and Payments, Etc. Holdings, the Borrower and each of the Restricted Subsidiaries have filed all Federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all material taxes and assessments payable by them that have become due, other than those not yet delinquent or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established on the applicable financial statements in accordance with GAAP. Each of Holdings, the Borrower and the Restricted Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) in accordance with GAAP for the payment of, all material Federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the Closing Date. As of the Closing Date, neither the Borrower, Holdings, nor any of the Restricted Subsidiaries has engaged in any “listed transactions” within the meaning of the Code.