Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. The Company and each of its Subsidiaries has timely filed all returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes ("Tax Returns") required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. No claim for unpaid Taxes has been asserted in writing by a tax authority or has become a Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the statute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any obligation under any tax sharing or allocation agreement or similar agreement or arrangement, other than as among the Company and its Subsidiaries. For purposes of this Agreement, "Tax" means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Entity.

Tax Returns and Tax Payments. The Company and Company, each of its Subsidiaries and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes ("Tax Returns") required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects respects, and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, to the extent required by GAAP, with respect to the payment of all material Taxes not yet due and payable with respect to the result of operations of the Company and its Subsidiaries through the date hereof. No claim for unpaid Taxes has been asserted in writing by a tax authority or has become a Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, which claim or Lien has had or reasonably could be expected to have a Material Adverse Effect. No audit of any Tax Return of the Company or any of its Subsidiaries or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the statute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any obligation under any tax sharing or allocation agreement or similar agreement or arrangement, arrangement (other than as among the Company and its Subsidiaries). For purposes of this Agreement, Agreement "Tax" means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. For purposes of this Agreement "Permitted Lien" means (a) liens, pledges, security interests, claims or other encumbrances ("Encumbrances") securing Taxes, assessments, governmental charges or levies, all of which are not yet due and payable or as to which adequate reserves have been established in the Company's financial statements and that may thereafter be paid without penalty, (b) mechanics', carriers', workmen's, repairmen's, and other similar Encumbrances incurred in the ordinary course of business consistent with past practice, or (c) such other liens which, individually and in the aggregate, do not and will not materially detract from the value of any of the property or assets of the Company or its Subsidiaries or materially interfere with the use thereof.

Tax Returns and Tax Payments. The Company and each of its Subsidiaries ---------------------------- subsidiaries has timely filed (or, as to subsidiaries, the Company has filed on its behalf) all returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes Tax Returns ("Tax Returns"as defined below) required to be filed by it, and all such Tax Returns are truehas paid (or, correct and complete in all material respects and as to subsidiaries, the Company has paid on its behalf) all Taxes (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 for any Taxes that have not been paid, except where whether or not shown as being due on any Tax Returns. Except as set forth in Section 3.1(j) of the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. No Disclosure Schedule: (i) no material claim for unpaid Taxes has been asserted in writing by a tax Tax authority or has become a Lien lien (except for Permitted Liensliens not yet due and payable) against the property of the Company or any of its Subsidiaries. No subsidiaries or is being asserted against the Company or any of its subsidiaries, (ii) no audit of any Tax Return of the Company or any of its Subsidiaries subsidiaries is being conducted by a tax Tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and (iii) no extension of the statute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries subsidiaries and is currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has been a member of any obligation under any tax sharing consolidated, combined, unitary or allocation agreement or similar agreement or arrangement, other than as among aggregate group for Tax purposes except such a group consisting only of the Company and its Subsidiariessubsidiaries. For purposes of this AgreementAs used herein, "TaxTaxes" means shall mean all taxes of any federalkind, stateincluding, local without limitation, those on or foreign measured by or referred to as income, gross receipts, property, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, franchiseseverance, employmentstamp, payrolloccupation, premium, withholdingvalue added, alternative property or added minimumwindfall profits taxes, ad valoremcustoms, transfer duties or excise taxsimilar fees, assessments or any other tax or other like assessment or charge charges of any kind whatsoever, together with any interest and any penalties, additions to tax or penalty, additional amounts imposed by any Governmental Entitygovernmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. The Company and Company, each of its Subsidiaries and ----------------------------- any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes ("Tax Returns"TaxReturns) required to be filed by ---------- it, and all such Tax Returns are true, correct and complete in all material respects respects, and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, to the extent required by GAAP, with respect to the payment of all material Taxes not yet due and payable with respect to the result of operations of the Company and its Subsidiaries through the date hereof. No claim for unpaid Taxes has been asserted in writing by a tax authority or has become a Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, which claim or Lien has had or reasonably could be expected to have a Material Adverse Effect. No audit of any Tax Return of the Company or any of its Subsidiaries or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the statute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any obligation under any tax sharing or allocation agreement or similar agreement or arrangement, arrangement (other than as among the Company and its Subsidiaries). For purposes of this Agreement, "Tax" Agreement Tax means any federal, state, local or foreign --- income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. For purposes of this Agreement PermittedLien means (a) liens, pledges, security interests, ------------- claims or other encumbrances (Encumbrances) securing Taxes, assessments, ------------ governmental charges or levies, all of which are not yet due and payable or as to which adequate reserves have been established in the Company's financial statements and that may thereafter be paid without penalty, (b) mechanics', carriers', workmen's, repairmen's, and other similar Encumbrances incurred in the ordinary course of business consistent with past practice, or (c) such other liens which, individually and in the aggregate, do not and will not materially detract from the value of any of the property or assets of the Company or its Subsidiaries or materially interfere with the use thereof.

Tax Returns and Tax Payments. The Company and each of its Subsidiaries subsidiaries has timely filed (or, as to subsidiar- ies, the Company has filed on its behalf) all returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes Tax Returns ("Tax Returns"as defined below) required to be filed by it, and all such Tax Returns are truehas paid (or, correct and complete in all material respects and as to subsidiaries, the Company has paid on its behalf) all Taxes (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 for any Taxes that have not been paid, except where whether or not shown as being due on any Tax Returns. Except as set forth in Section 3.1(j) of the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. No Disclosure Schedule: (i) no material claim for unpaid Taxes has been asserted in writing by a tax Tax authority or has become a Lien lien (except for Permitted Liensliens not yet due and payable) against the property of the Company or any of its Subsidiaries. No subsidiaries or is being asserted against the Company or any of its subsidiaries, (ii) no audit of any Tax Return of the Company or any of its Subsidiaries subsidiaries is being conducted con- ducted by a tax Tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and (iii) no extension of the statute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries subsidiaries and is currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has been a member of any obligation under any tax sharing consolidated, combined, unitary or allocation agreement or similar agreement or arrangement, other than as among aggregate group for Tax purposes except such a group consisting only of the Company and its Subsidiariessubsidiaries. For purposes of this AgreementAs used herein, "TaxTaxes" means shall mean all taxes of any federalkind, stateincluding, local without limitation, those on or foreign measured by or referred to as income, gross receipts, property, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, franchiseseverance, employmentstamp, payrolloccupation, premium, withholdingvalue added, alternative property or added minimumwindfall profits taxes, ad valoremcustoms, transfer duties or excise taxsimilar fees, assessments or any other tax or other like assessment or charge charges of any kind whatsoever, together with any interest and any penalties, additions to tax or penalty, additional amounts imposed by any Governmental Entitygovernmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. The Company and Company, each of its -------------------------------- Subsidiaries and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes ("Tax Returns") required to ----------- be filed by it, and all such Tax Returns are true, correct and complete in all material respects respects, and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, to the extent required by GAAP, with respect to the payment of all material Taxes not yet due and payable with respect to the result of operations of the Company and its Subsidiaries through the date hereof. No claim for unpaid Taxes has been asserted in writing by a tax authority or has become a Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, which claim or Lien has had or reasonably could be expected to have a Material Adverse Effect. No audit of any Tax Return of the Company or any of its Subsidiaries or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the statute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any obligation under any tax sharing or allocation agreement or similar agreement or arrangement, arrangement (other than as among the Company and its Subsidiaries). For purposes of this Agreement, Agreement "Tax" means any --- federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. For purposes of this Agreement "Permitted Lien" means -------------- (a) liens, pledges, security interests, claims or other encumbrances ("Encumbrances") securing Taxes, assessments, governmental charges or levies, ----- all of which are not yet due and payable or as to which adequate reserves have been established in the Company's financial statements and that may thereafter be paid without penalty, (b) mechanics', carriers', workmen's, repairmen's, and other similar Encumbrances incurred in the ordinary course of business consistent with past practice, or (c) such other liens which, individually and in the aggregate, do not and will not materially detract from the value of any of the property or assets of the Company or its Subsidiaries or materially interfere with the use thereof.

Tax Returns and Tax Payments. The Company and Company, each of its -------------------------------- Subsidiaries and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes ("Tax Returns") required to ----------- be filed by it, and all such Tax Returns are true, correct and complete in all material respects respects, and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, to the extent required by GAAP, with respect to the payment of all material Taxes not yet due and payable with respect to the result of operations of the Company and its Subsidiaries through the date hereof. No claim for unpaid Taxes has been asserted in writing by a tax authority or has become a Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, which claim or Lien has had or reasonably could be expected to have a Material Adverse Effect. No audit of any Tax Return of the Company or any of its Subsidiaries or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the statute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any obligation under any tax sharing or allocation agreement or similar agreement or arrangement, arrangement (other than as among the Company and its Subsidiaries). For purposes of this Agreement, Agreement "Tax" --- means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. For purposes of this Agreement "Permitted Lien" means -------------- (a) liens, pledges, security interests, claims or other encumbrances ("Encumbrances") securing Taxes, assessments, governmental charges or levies, --- all of which are not yet due and payable or as to which adequate reserves have been established in the Company's financial statements and that may thereafter be paid without penalty, (b) mechanics', carriers', workmen's, repairmen's, and other similar Encumbrances incurred in the ordinary course of business consistent with past practice, or (c) such other liens which, individually and in the aggregate, do not and will not materially detract from the value of any of the property or assets of the Company or its Subsidiaries or materially interfere with the use thereof.

Tax Returns and Tax Payments. The Company and Company, each of its Subsidiaries and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes ("Tax Returns") required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, to the extent required by GAAP, with respect to the payment of all material Taxes not yet due and payable with respect to the results of operations of the Company and its Subsidiaries through the date hereof. No claim for unpaid Taxes has been asserted in writing by a tax authority or has become a Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries. No audit of any Tax Return of the Company or any of its Subsidiaries or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the statute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither Except as set forth in Schedule 3.16 the Disclosure Schedule neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any obligation under any tax sharing or allocation agreement or similar agreement or arrangement, other than (x) as among the Company and its Subsidiaries, and (y) that Tax Allocation Agreement dated as of August 5, 1997, by and among ENSERCH Corporation, a Texas corporation, Texas Utilities Company, a Texas corporation, and the Company. For purposes of this Agreement, Agreement "Tax" means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. To the Company's Knowledge, none of the purchase and sale of the Shares, the exercise of the Warrants and the consummation of the other transactions contemplated hereby and by the other Transaction Documents are part of a plan (or series of related transactions) pursuant to which one or more Persons will acquire, directly or indirectly, Capital Stock representing a fifty percent (50%) or greater interest in the Company, within the meaning of Section 355(e) of the Code.