Common use of Tax Returns and Tax Audits Clause in Contracts

Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8 annexed hereto: (i) on the date hereof, all foreign, federal, state, and local tax returns and tax reports required to be filed by the Corporation on or before the date of this Agreement have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, and local income, franchise, sales, use, property, excise, and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the Corporation as of the date hereof have been fully paid, and appropriate accruals shall have been made on the Corporation's books for taxes not yet due and payable; (iii) as of the date hereof, all taxes and other assessments and levies which the Corporation is required by law to withhold or to collect on or before the date hereof have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereof; (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the Corporation, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the Corporation's assets. At and after the Closing Date, the Corporation will have no liability for any foreign, federal, state, or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in Schedule 4.8, if any.

Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8 annexed hereto: (i) on the date hereof, all foreign, federal, state, and local tax returns and tax reports required to be filed by the Corporation TechStar on or before the date of this Agreement have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, and local income, franchise, sales, use, property, excise, and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the Corporation TechStar as of the date hereof have been fully paid, and appropriate accruals shall have been made on the CorporationTechStar's books for taxes not yet due and payable; (iii) as of the date hereof, all taxes and other assessments and levies which the Corporation TechStar is required by law to withhold or to collect on or before the date hereof have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereof; (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the CorporationTechStar, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the CorporationTechStar's assets. At and after the Closing Date, the Corporation TechStar will have no liability for any foreign, federal, state, or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in Schedule 4.8, if any.

Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8 3.8 annexed hereto: (i) on the date hereofhereof and on the Closing Date, all foreign, federal, state, state and local tax returns and tax reports required to be filed by the Corporation Company on or before the date of this Agreement or the Closing Date, as the case may be, have been and will have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, state and local income, franchise, sales, use, property, excise, excise and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the Corporation Company as of the date hereof and as of the Closing Date have been and will have been fully paid, and appropriate accruals shall have been made on the CorporationCompany's books for taxes not yet due and payable; (iii) as of the date hereofClosing Date, all taxes and other assessments and levies which the Corporation Company is required by law to withhold or to collect on or before the date hereof Closing Date will have been duly withheld and collected, and will have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereofClosing Date; and (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the Corporation, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the Corporation's assetsCompany. At and after the Closing Date, the Corporation Company will have no liability for any foreign, federal, state, state or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in Schedule 4.8, if any3.8.

Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8 5.10 annexed hereto: (i) on the date hereof, all foreign, federal, state, and local tax returns and tax reports required to be filed by the Corporation IDF on or before the date of this Agreement have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, and local income, franchise, sales, use, property, excise, and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the Corporation IDF as of the date hereof have been fully paid, and appropriate accruals shall have been made on the CorporationIDF's books for taxes not yet due and payable; (iii) as of the date hereof, all taxes and other assessments and levies which the Corporation IDF is required by law to withhold or to collect on or before the date hereof have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereof; (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the CorporationIDF, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the CorporationIDF's assets. At and after the Closing Date, the Corporation IDF will have no liability for any foreign, federal, state, or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in Schedule 4.85.10, if any.

Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8 4.8(a) annexed --------------- hereto: (i) on the date hereofhereof and on the Closing Date, all foreign, federal, state, state and local tax returns and tax reports required to be filed by any of the Corporation Companies on or before the date of this Agreement or the Closing Date, as the case may be, have been and will have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, state and local income, franchise, sales, use, property, excise, unemployment, payroll withholding and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to any of the Corporation Companies as of the date hereof and as of the Closing Date have been and will have been fully paid, and appropriate accruals shall have been made on the Corporation's Companies' books for taxes not yet due and payable; (iii) as of the date hereofClosing Date, all taxes and other assessments and levies which any of the Corporation Companies is required by law to withhold or to collect on or before the date hereof Closing Date will have been duly withheld and collected, and will have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereofClosing Date; and (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of any of the Corporation, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the Corporation's assets. At and after the Closing Date, the Corporation will have no liability for any foreign, federal, state, or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in Schedule 4.8, if anyCompanies.

Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8 annexed hereto: (i) on the date hereof, all foreign, federal, state, and local tax returns and tax reports required to be filed by the Corporation Company on or before the date of this Agreement have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, and local income, franchise, sales, use, property, excise, and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the Corporation Company as of the date hereof have been fully paid, and appropriate accruals shall have been made on the CorporationCompany's books for taxes not yet due and payable; (iii) as of the date hereof, all taxes and other assessments and levies which the Corporation Company is required by law to withhold or to collect on or before the date hereof have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereof; (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the CorporationCompany, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the CorporationCompany's assets. At and after the Closing Datedate hereof, the Corporation Company will have no liability for any foreign, federal, state, or local income tax with respect to any taxable period ending on or before the Closing Datedate hereof, except as and to the extent disclosed in Schedule 4.8, if any.

Tax Returns and Tax Audits. (a) 1 Except as and to the extent disclosed in Schedule 4.8 4.8(a) --------------- annexed hereto: (i) on the date hereofhereof and on the Closing Date, all foreign, federal, state, state and local tax returns and tax reports required to be filed by either of the Corporation Sellers on or before the date of this Agreement or the Closing Date, as the case may be, have been and will have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, state and local income, franchise, sales, use, property, excise, unemployment, payroll withholding and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to either of the Corporation Sellers as of the date hereof and as of the Closing Date have been and will have been fully paid, and appropriate accruals shall have been made on the Corporation's Sellers' books for taxes not yet due and payable; (iii) as of the date hereofClosing Date, all taxes and other assessments and levies which either of the Corporation Sellers is required by law to withhold or to collect on or before the date hereof Closing Date will have been duly withheld and collected, and will have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereofClosing Date; and (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of either of the Corporation, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the Corporation's assets. At and after the Closing Date, the Corporation will have no liability for any foreign, federal, state, or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in Schedule 4.8, if anySellers.

Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8 3.8 annexed hereto: (i) on the date hereof, all foreign, federal, state, and local tax returns and tax reports required to be filed by the Corporation Company on or before the date of this Agreement have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, and local income, franchise, sales, use, property, excise, and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the Corporation Company as of the date hereof have been fully paid, and appropriate accruals shall have been made on the CorporationCompany's books for taxes not yet due and payable; (iii) as of the date hereof, all taxes and other assessments and levies which the Corporation Company is required by law to withhold or to collect on or before the date hereof have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereof; (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the CorporationCompany, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the CorporationCompany's assets. At and after the Closing Datedate hereof, the Corporation Company will have no liability for any foreign, federal, state, or local income tax with respect to any taxable period ending on or before the Closing Datedate hereof, except as and to the extent disclosed in Schedule 4.83.8, if any.

Tax Returns and Tax Audits. (a) Except as and to the extent disclosed in Schedule 4.8 2.8 annexed hereto: (i) on the date hereofhereof and on the Closing Date, all foreign, federal, state, state and local tax returns and tax reports required to be filed by the Corporation Company on or before the date of this Agreement or the Closing Date, as the case may be, have been and will have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, except for such prior failures to file in timely fashion as have been subsequently followed by complete and proper filing and payment of all amounts due in respect thereof, including interest and penalties, if any; (ii) all foreign, federal, state, state and local income, franchise, sales, use, property, excise, excise and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the Corporation Company as of the date hereof and as of the Closing Date have been and will have been fully paid, and appropriate accruals shall have been made on the CorporationCompany's books for taxes not yet due and payable; (iii) as of the date hereofClosing Date, all taxes and other assessments and levies which the Corporation Company is required by law to withhold or to collect on or before the date hereof Closing Date will have been duly withheld and collected, and will have been paid over to the proper governmental authorities to the extent due and payable on or before the date hereofClosing Date; and (iv) there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the Corporation, except claims for taxes not yet due and payable; and (v) no tax Liens have been filed on the Corporation's assetsCompany. At and after the Closing Date, the Corporation Company will have no liability for any foreign, federal, state, state or local income tax with respect to any taxable period ending on or before the Closing Date, except as and to the extent disclosed in Schedule 4.8, if any2.8.