Common use of Tax Returns and Payments Clause in Contracts

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each the Company or any of its Subsidiaries on or before the Closing DateClosing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m)4.13, neither it the Company nor any of its Subsidiaries has been advised: (ia) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (iib) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. Neither it nor any of its Subsidiaries The Company has any no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Except as set forth on Schedule 3.14, the Company and each of its Subsidiaries has have timely filed all tax returns (federal, state state, local, and localforeign) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each the Company or any of its Subsidiaries on or before the Closing DateClosing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m)3.14, neither it the Company nor any of its Subsidiaries has been advised: (ia) that any of its returns, federal, state state, local, foreign, or other, have been or are being audited as of the date hereof; or (iib) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state state, local, foreign, or other taxes. Neither it nor any of its Subsidiaries The Company has any no knowledge of any liability of for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Except as set forth on Schedule 4.13, each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each the Company or any of its Subsidiaries on or before the Closing DateClosing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m)4.13, neither it the Company nor any of its Subsidiaries has been advised: (ia) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (iib) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. Neither it nor any of its Subsidiaries The Company has any no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each of the Company and each of its Pledged Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each the Company or any of its Pledged Subsidiaries on or before the Closing DateClosing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it Neither the Company nor any of its Pledged Subsidiaries has been advisedadvised in writing: (ia) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (iib) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries The Company has any knowledge no Knowledge of any liability in excess of $100,000 for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule SCHEDULE 12(m), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It The Company and each of its Subsidiaries has timely filed all tax returns (federal, state state, provincial and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it the Company and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m)12.13, neither it the Company nor any of its Subsidiaries has been advised: (ia) that any of its returns, federal, state state, provincial or other, have been or are being audited as of the date hereof; or (iib) of any adjustment, deficiency, assessment or court decision in respect of its federal, state state, provincial or other taxes. Neither it the Company nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each of Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it each of Company and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it Company nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. Neither it Company nor any of its Subsidiaries Eligible Subsidiary has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each of Company and each of its Eligible Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by itit or has received extensions in respect thereof. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it each of Company and each of its Eligible Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it Company nor any of its Eligible Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. Neither it nor any of its Subsidiaries Company has any no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each of Company and each of its Subsidiaries has timely filed or received an extension to file all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it each of Company and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquentdelinquent unless the Company is contesting such taxes in good faith. Except as set forth on Schedule 12(m), neither it Company nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state state, provincial or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state state, provincial or other taxes. Neither it nor any of its Subsidiaries Company has any no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by itit in all material respects. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each the Company or any of its Subsidiaries on or before the Closing DateClosing, have been paid paid, or will be paid prior to the time they become delinquent, in all material respects. Except as set forth on Schedule 12(m), neither it Neither the Company nor any of its Subsidiaries has been advised: (ia) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; oror Acceris Communications Confidential Materials October 14, 2004 (iib) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. Neither it nor any of its Subsidiaries The Company has any no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, provincial, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(mSCHEDULE 12(M), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, provincial, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, provincial, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each of the Company and each of its ------------------------- Subsidiaries has timely filed all tax returns (federal, state and, to the extent consistent and local) in accordance with industry practice, local tax returns required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each the Company or any of its Subsidiaries on or before the Closing DateClosing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m)4.13, neither it the Company nor any of its Subsidiaries has been advised: (ia) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (iib) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries The Company has any no knowledge of any liability of for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and . 07/08/2005 19 each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, provincial, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, provincial, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, provincial, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each of Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it each of Company and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m9(m), neither it Company nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. Neither it Company nor any of its Subsidiaries Eligible Subsidiary has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Original Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each of Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it each of Company and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it Company nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or or (ii) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. Neither it Company nor any of its Subsidiaries Eligible Subsidiary has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(mSCHEDULE 12(M), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised:: Security and Purchase Agreement (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Except as set forth on Schedule 12(m), it and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Except as may be set forth in the Supplemental Schedule, the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each the Company or any of its Subsidiaries on or before the Closing DateClosing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m)the Supplemental Schedule, neither it the Company nor any of its Subsidiaries has been advised: (ia) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (iib) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries The Company has any no knowledge of any liability of for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m)the Disclosure Schedule, neither it nor any of its Subsidiaries has not been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries It has any no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It The Borrower and each of its Subsidiaries has have timely filed all tax returns (foreign, federal, state and local) required to be filed by itthem. All taxes shown to be due and payable on such returns, any assessments imposed, and to the Borrower’s knowledge all other taxes due and payable by it and each of the Borrower or its Subsidiaries Subsidiary on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it Neither the Borrower nor any of its Subsidiaries Subsidiary has been advised: advised (ia) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or , or (iib) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. Neither it nor any of its Subsidiaries The Borrower has any no knowledge of any liability of any tax to be imposed upon its properties or its Subsidiary’s assets as of the date of this Agreement that is not adequately reserved or provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquentdelinquent except to the extent they constitute a Permitted Lien. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Domestic Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Domestic Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Domestic Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Domestic Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It Each Company and each of its Subsidiaries has timely filed all tax returns (federal, state state, provincial and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each either Company or any of its Subsidiaries on or before the Closing DateClosing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m)4.13, neither it the Company nor any of its their Subsidiaries has been advised: (ia) that any of its returns, federal, state state, provincial or other, have been or are being audited as of the date hereof; or (iib) of any adjustment, deficiency, assessment or court decision in respect of its federal, state state, provincial or other taxes. Neither it nor any of its Subsidiaries Company has any knowledge Knowledge of any liability of for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It The Parent Company and each of its Subsidiaries has have timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it the Parent Company and each of its Subsidiaries on or before the Closing DateClosing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), 2.16 attached hereto neither it the Parent Company nor any of its Subsidiaries has been advised: : (ia) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or or (iib) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. Neither it the Parent Company nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised: (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Security[ and Purchase] Agreement 18 Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Tax Returns and Payments. It and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by it and each of its Subsidiaries on or before the Closing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 12(m), neither it nor any of its Subsidiaries has been advised: (i) : that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (ii) or of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. Neither it nor any of its Subsidiaries has any knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.