Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. (a) The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "Consolidated Group") has ------------------ timely filed all Tax Returns required to be filed by it, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes required to be shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Additionally, (i) no material claim for unpaid Taxes has become a lien against the property of the Company or a member of any Consolidated Group or is being asserted against the Company or a member of any Consolidated Group except for liens for Taxes not yet due and payable; (ii) no audit of any Tax Return of the Company or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Code has been filed with respect to the Company; (v) the Company is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)

Tax Returns and Tax Payments. (aExcept as disclosed in Section 3.01(j) The of the Disclosure Schedule, the Company and each of its Subsidiariessubsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries subsidiaries is or has been a member (a "Consolidated Group") has ------------------ timely filed all Tax Returns required to be filed by it, in material compliance with all applicable laws, it and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes required to be shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returnsreturns. AdditionallyExcept as disclosed in Section 3.01(j) of the Disclosure Schedule, (i) no material claim for unpaid Taxes has become a lien against the property of the Company or a member any of any Consolidated Group its subsidiaries or is being asserted against the Company or a member any of any Consolidated Group except for liens for Taxes not yet due and payableits subsidiaries; (ii) to the best knowledge of the Company, no audit of any Tax Return of the Company or a member any of any Consolidated Group its subsidiaries is pending, threatened or being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or a member any of any Consolidated Group its subsidiaries and is currently in effect; (iv) no consent under Section 341(f) of the Code has been filed with respect to the CompanyCompany or any of its subsidiaries; (v) neither the Company nor any of its subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or a subsidiary of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) none of the Company is not and or its subsidiaries has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) none of the Company or its subsidiaries has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)) of the Code; (ix) none of the Company or its subsidiaries is doing business in or engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (x) the Company and each of its subsidiaries have made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (xi) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xii) neither the Company nor any of its subsidiaries has issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section

Tax Returns and Tax Payments. (a) The Company and each of its Subsidiariessubsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries subsidiaries is or has been a member (a "Consolidated Group") has ------------------ timely filed all Tax Returns required to be filed by it, in material compliance with all applicable laws, it and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes required to be shown thereon to be due due. The Company and has provided its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for any periods that end before the Effective Time of the Merger for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Merger and end after the Effective Time of the Merger to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Merger, and the charges, accruals and reserves for Taxes reflected in its the financial statements for any Taxes that have not been paid, whether of the Company and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or not shown payable by the Company and its subsidiaries in respect of periods prior to the date hereof. Except as being due on any Tax Returns. Additionally, set forth in Section 3.01(l) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of the Company or a member any of any Consolidated Group its subsidiaries or is being asserted against the Company or a member any of any Consolidated Group except for liens for Taxes not yet due and payable; its subsidiaries, (ii) no audit or other proceeding with respect to any Taxes due from the Company or any of its subsidiaries or any Tax Return of the Company or a member any of any Consolidated Group its subsidiaries is pending, being conducted orthreatened, to the knowledge best of the Company's knowledge, threatened or being conducted by a Tax authority; , and (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or a member nor any of any Consolidated Group its subsidiaries and is currently in effect; , (iv) neither the Company or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any liability for the Taxes of any person (other than the Company and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (v) no consent under Section 341(f) of the Code has been filed with respect to the Company; (v) the Company is not a party to or any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company of any "excess parachute payments" within the meaning of Section 280G of the Code; its subsidiaries and (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection all Taxes required to be withheld, collected or deposited by or with the transactions contemplated by this Agreement; (vii) respect to the Company is not and has not each of its subsidiaries have been at any time a member timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. As used herein, "Taxes" shall mean all taxes of any partnership kind, including those on or joint venture measured by or the holder referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of a beneficial any kind whatsoever, together with any interest in and any trust for penalties, additions to tax or additional amounts imposed by any period for which the statute of limitations for governmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing return, report or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed statement required to be owed; (x) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. (a) The Except as disclosed in the Disclosure Schedule, the Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "Consolidated GroupCONSOLIDATED GROUP") has ------------------ timely filed all Tax Returns required to be filed by itit or caused all such Tax Returns to be so filed with respect to any such Consolidated Group, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes required to be shown thereon to be due have timely been paid and has provided adequate reserves have been provided in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Additionally, Except as disclosed in the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of the Company or any of its Subsidiaries or a member of any Consolidated Group or is being asserted against the Company or any of its Subsidiaries or a member of any Consolidated Group except for liens for Taxes not yet due and payableGroup; (ii) no audit of any Tax Return of the Company or any of its Subsidiaries or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company Company, any of its Subsidiaries or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and has not been at any time a member each of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company its Subsidiaries is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (xvii) the Company and each of its Subsidiaries has not been a United States real property holding corporation within with the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)) of the Code; (viii) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.

Tax Returns and Tax Payments. (aExcept as disclosed in Section 4.01(j) The of the Disclosure Schedule, Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "Consolidated Group") has ------------------ timely filed all Tax Returns required to be filed by it, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes required to be shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Additionally, Except as disclosed in Section 4.01(j) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of the Company or a member of any Consolidated Group or is being asserted against the Company or a member of any Consolidated Group except for liens for Taxes not yet due and payableGroup; (ii) no audit of any Tax Return of the Company or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Code has been filed with respect to the Company; (v) the Company is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parentreturns; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)) of the Code; (xi) Company is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (xii) Company has made all payments of estimated Taxes required to be made under Section 6655

Tax Returns and Tax Payments. (a) The Company and each of its ---------------------------- Subsidiaries has timely filed, with the appropriate authority, (or, as to Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of has filed, with the appropriate authority, on its Subsidiaries is or has been a member (a "Consolidated Group"behalf) has ------------------ timely filed all Tax Returns (as defined below) required to be filed by it, in material compliance with all applicable lawshas paid (or, and such Tax Returns are complete and correct in all material respectsas to Subsidiaries, the Company has timely paid on its behalf) all Taxes required to be (as defined below) shown thereon to be due and has provided (or, as to Subsidiaries, the Company has made provision on its behalf of) adequate reserves in its financial statements the Financial Statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Additionally, All Tax Returns were correct as filed. Except as set forth in Section 3.1(i) of the Disclosure Schedule (i) no material claim for unpaid Taxes has been asserted by a Tax authority or has become a lien (except for liens not yet due and payable) against the property of the Company or a member any of any Consolidated Group its Subsidiaries or is being asserted against the Company or a member any of any Consolidated Group except for liens for Taxes not yet due and payable; its Subsidiaries, (ii) no audit of any Tax Return of the Company or a member any of any Consolidated Group its Subsidiaries is pending, being conducted orby any government entity, to the knowledge of the Company, threatened by a Tax authority; and (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or a member any of any Consolidated Group its Subsidiaries and is currently in effect; (iv) no consent under Section 341(f) . Neither the Company nor any of the Code its Subsidiaries is or has been filed with respect to the Company; (v) the Company is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and has not been at any time a member of any partnership consolidated, combined, unitary or joint venture or the holder aggregate group for Tax purposes except such a group consisting only of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at and its Subsidiaries. As used herein, "Taxes" shall mean all taxes of any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreementkind, nor has it given any indemnity against Taxes imposed on any other Personincluding, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)without limitation, those on

Tax Returns and Tax Payments. Except as disclosed in Section 3.16 of the Company Disclosure Schedule, (a) The the Company and each of its Subsidiariessubsidiaries have timely filed, or obtained extensions for filing and any consolidatedthen time timely filed, combined(or, unitary or aggregate group for Tax purposes of which as to subsidiaries, the Company or any has filed on behalf of its Subsidiaries is or has been a member (a "Consolidated Group"such subsidiaries) has ------------------ timely filed all Tax Returns (as defined below) required to be filed by it, in material compliance with (b) the Company and its subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all applicable laws, and Taxes (as defined below) shown to be due on such Tax Returns are complete and correct or has provided (or, as to subsidiaries, the Company has made provision on behalf of such subsidiaries) in all material respectsits most recent financial statements contained in the Company SEC Documents, has timely paid in accordance with GAAP, an adequate reserve for all Taxes required to be shown thereon to be due payable by the Company and has provided adequate reserves in its subsidiaries for all taxable periods through the date of such financial statements statements, for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Additionally, (ic) neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes, (d) no material claim for unpaid Taxes has become a lien against the property of the Company or a member of any Consolidated Group or is being been asserted against the Company or any of its subsidiaries in writing by a member Tax authority that, if resolved in a manner unfavorable to the Company or any of its subsidiaries, as the case may be, could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (e) there are no Liens for Taxes upon the assets of the Company or any Consolidated Group subsidiary, except for liens Liens for Taxes not yet due and payable; payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken, (iif) no audit of any Tax Return of the Company or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Code has been filed with respect to the Company; (v) the Company is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)Tax

Tax Returns and Tax Payments. (a) The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries is or has been a member (a "Consolidated Group") has ------------------ timely filed all Tax Returns required to be filed by it, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes required to be shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Additionally, (i) no material claim for unpaid Taxes has become a lien against the property of the Company or a member of any Consolidated Group or is being asserted against the Company or a member of any Consolidated Group except for liens for Taxes not yet due and payable; (ii) no audit of any Tax Return of the Company or a member of any Consolidated Group is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or a member of any Consolidated Group and is currently in effect; (iv) no consent under Section 341(f) of the Code has been filed with respect to the Company; (v) the Company is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)

Tax Returns and Tax Payments. (a) The Company and each of its former Subsidiaries has timely filed (or, as to former Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of has filed on its Subsidiaries is or has been a member (a "Consolidated Group"behalf) has ------------------ timely filed all Tax Returns required to be filed by it, in material compliance with all applicable lawshas paid (or, and such Tax Returns are complete and correct in all material respectsas to former Subsidiaries, the Company has timely paid on its behalf) all Taxes required to be shown thereon to be due and has provided adequate (or, as to former Subsidiaries, the Company has made provision on its behalf of) specific reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Additionally, Except as set forth in Section 3.1(j) of the Company Disclosure Schedule: (i) no material claim for unpaid Taxes has been asserted by a Tax authority or has become a lien Lien (except for Liens for Taxes not yet due and payable) against the property of the Company or a member any of any Consolidated Group its former Subsidiaries or is being asserted against the Company or a member any of any Consolidated Group except for liens for Taxes not yet due and payableits former Subsidiaries; (ii) no audit audit, examination, investigation or other proceeding in respect of any Tax or of any Tax Return of the Company or a member any of any Consolidated Group its former Subsidiaries is pending, being conducted or, to the knowledge of the Companyconducted, threatened or pending by a Tax authority; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or a member any of any Consolidated Group its former Subsidiaries and is currently in effect; (iv) no consent all Tax Returns filed with respect to the Company or any of its former Subsidiaries are complete and accurate in all material respects; (v) none of the Company or any of its former Subsidiaries has made an election under Section 341(f) of the Code has been filed with respect to the CompanyCode; (vvi) none of the Company or its former Subsidiaries is not a party to any agreement or arrangement that would could reasonably be expected to result, separately or in the aggregate, in the actual or deemed payment by the Company or a former Subsidiary of any "excess parachute payments" within the meaning of Section 280G of the Code; (viCode or any amount that is subject to Section 162(m) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this AgreementCode; (vii) none of the Company is not and or its former Subsidiaries has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)) of the Code; (viii) all Taxes required to be withheld, collected or deposited by or with respect to the Company and its former Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant Tax authority, except, in each case, to the extent that failing to so withhold, collect, deposit or pay would not have a Material Adverse Effect; (ix) none of the Company or its former Subsidiaries has issued or assumed (A) any obligations described in Section 279(b) of the Code, (B) any applicable high yield discount

Tax Returns and Tax Payments. Except for matters that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or matters that are disclosed on Schedule 3.11 or in the Financial Statements, (a) The Company Seller and each of its the Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company Seller or any of its the Subsidiaries is or has been a member (a "Consolidated Group") has ------------------ timely filed all Tax Returns required to be filed by it, in material compliance with all applicable laws, and such Tax Returns are complete and correct in all material respects, has timely paid all Taxes required to be shown thereon to be due and has provided adequate reserves in its financial statements the Financial Statements for any Taxes that have not been paid, whether or not shown as being due on any returns; (b) all such Tax Returns. AdditionallyReturns were and are in all respects true, complete and correct; (ic) neither Seller nor any Subsidiary has requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed; (d) except for Taxes not yet due, no material claim for unpaid Taxes has become a lien Lien against the property of Seller or any of the Company or a member of any Consolidated Group Subsidiaries or is being asserted against Seller or any of the Company or a member of any Consolidated Group except for liens for Taxes not yet due and payableSubsidiaries; (iie) no audit of any Tax Return of Seller or any of the Company or a member of any Consolidated Group Subsidiaries is pending, being conducted or, to the knowledge of the Company, threatened by a Tax authorityauthority with regard to any Taxes or Tax Returns of Seller or any Subsidiary and no issue has been raised by any Tax authority that could, by application of the same or similar principles, reasonably be expected to result in an adjustment to any Taxes or Tax Returns of Seller or any Subsidiary in any subsequent period; (iiif) no extension of the statute of limitations on the assessment of any Taxes has been granted by Seller or any of the Company or a member of any Consolidated Group Subsidiaries and is currently in effect; (ivg) no consent under Section 341(f) of the Code has been filed with respect to Seller or any of the CompanySubsidiaries; (vh) neither Seller nor any of the Company Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company Seller or any Subsidiary of any "excess parachute payments" within the meaning of Section 280G of the Code; (vii) no acceleration neither Seller nor any of the vesting schedule for Subsidiaries is required to include in income any property that is substantially unvested within the meaning of the regulations under adjustment pursuant to Section 83 481(a) of the Code will occur by reason of a voluntary change in connection with accounting method initiated by Seller or any Subsidiary, and the transactions contemplated by this AgreementInternal Revenue Service has not proposed any such adjustment or change in accounting method; (viij) none of Seller or the Company is not and Subsidiaries has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viiik) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company Seller has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii)) of the Code; (l) none of Seller or the Subsidiaries is doing business in or engaged in a trade or business in any jurisdiction in which it