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

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material effect on the business, properties, prospects or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes, including but not limited to federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. [**REDACTED**] The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid paid, or will pay, all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of faith and except to the Company as shown in extent that a reserve has been reflected on the Financial Statements is adequate for taxes due or accrued as of the date thereofin accordance with generally accepted accounting principles. The Company has not elected elected, pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which would have a material effect on that could materially and adversely affect the businessassets, properties, financial condition, operating results, prospects or financial condition business of the CompanyCompany as presently conducted or as proposed to be conducted. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, authorities and the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges is not in any dispute with respect to its business, properties and operations for such periodany tax authorities. The Company has caused to be withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to federal to, Federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid caused the same to be paid to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by lawlaw to be filed by the Company. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("the “Code"”), to be treated as an S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Codecorporation, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material adverse effect on the businessCompany, propertiesits financial condition, prospects its business as presently conducted or financial condition proposed to be conducted or any of its material properties or material assets. The Company has never had a tax deficiency or tax audit and the CompanyCompany has made all withholdings or collections for all taxes, including, without limitation, federal and state income taxes, Federal Insurance Contribution Act taxes and federal and state unemployment taxes, of its employees. The Company is not and has not been delinquent in the payment of any tax, assessment or governmental charge. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government chargegovernmental charge which had a material adverse effect on the financial condition and business prospect of the Company. None of the Company's ’s federal income tax returns and none of its nor any state income or franchise tax or sales or use tax returns has have ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes, including but not limited to federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faithfaith that are listed in Section 3.16 of the Company Disclosure Schedule. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an a Subchapter S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the businessCompany, propertiesits financial condition, prospects its business as presently conducted or financial condition proposed to be conducted or any of the Companyits properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's ’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities, and no such audits are pending or, to the Company’s knowledge, threatened. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all not incurred any taxes, assessments, and assessments or governmental charges with respect to its other than in the ordinary course of business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by lawlaw to be filed by the Company. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faithfaith which are listed in the Disclosure Schedule. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Codecorporation, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material adverse effect on the businessCompany, propertiesits financial condition, prospects its business as presently conducted or financial condition currently proposed to be conducted or any of its material properties or material assets. The Company has never had a tax audit or a tax deficiency proceeding and the CompanyCompany has made all withholdings or collections for all taxes, including, without limitation, federal and state income taxes, and federal and state unemployment taxes, of its employees. The Company is not and has not been delinquent in the payment of any tax, assessment or governmental charge other than with respect to those contested by the Company in good faith which are listed in the Disclosure Schedule. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government chargegovernmental charge which had a material adverse effect on the financial condition of the Company. None of the Company's federal income tax returns and none of its nor any state income or franchise tax or sales or use tax returns has have ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes, including but not limited to federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Each of the Company and its Subsidiaries has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Each of the Company and its Subsidiaries has paid all taxes and other assessments due, except those contested by it in good faithfaith that are listed in the Schedule of Exceptions. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the businessCompany or any Subsidiary, its respective business as presently conducted or proposed to be conducted, properties, prospects material assets or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government chargeposition. None of the Company's or any Subsidiary's federal income tax returns and none of its their state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such period. The Each of the Company and its Subsidiaries has withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the business, properties, prospects or financial condition of the CompanyMaterial Adverse Effect. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's ’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 341(f1362(a) of or Section 1362(a341(o) of the Code, nor has it made any other elections election pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation depreciation, or amortization) which that would have a material effect on the business, properties, prospects prospects, or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties properties, and operations for such period. The Company has withheld or collected from each payment made to each of its employees, employees the amount of all taxes, including including, but not limited to to, federal income taxes, -9- Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports reports, or has filed for extension to file such returns and reports, as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("CodeCODE"), to be treated as an S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the business, properties, prospects or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has timely filed all tax returns and reports (federal, state and local) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments duedue and payable, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which its "S corporation" election or that relate solely to methods of accounting, depreciation depreciation, or amortization) which that would have a material effect on the business, properties, prospects prospects, or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties properties, and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes, including including, but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faithfaith that are listed in Section 3.16 of the Company Disclosure Schedule. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an a Subchapter S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the businessCompany, propertiesits financial condition, prospects its business as presently conducted or financial condition proposed to be conducted or any of the Companyits properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities, and no such audits are pending or, to the Company's knowledge, threatened. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all not incurred any taxes, assessments, and assessments or governmental charges with respect to its other than in the ordinary course of business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material effect on the business, properties, prospects or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has in all material respects withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all tax ----------------------------------- returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the business, properties, prospects or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes, including including, but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has timely filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of Section 1362(a) of the Code, nor has it have they made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the businessCompany, propertiesits financial condition, prospects its business or financial condition any of the Companyits properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has have paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has timely filed all tax returns and reports (federal, state and local) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is is, adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("“Code"”), to be treated as an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation depreciation, or amortization) which that would have a material effect on the business, properties, prospects prospects, or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's ’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions pro-visions on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties properties, and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes, including including, but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports reports, if any, are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown faith that are listed in the Financial Statements is adequate for taxes due or accrued as Schedule of the date thereofExceptions. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the businessCompany, propertiesits financial condition, prospects its business as presently conducted or financial condition proposed to be conducted or any of the Companyits properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns returns, if any, and none of its state income or franchise tax or sales or use tax returns returns, if any, has ever been audited by governmental authorities. Since The Company has not incurred any taxes, assessments or governmental charges other than in the date ordinary course of the Financial Statements, business and the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, if any, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the business, properties, prospects or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes, including including, but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all ------------------------------------- tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material effect on the business, properties, prospects or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositoriesdepositaries.

Tax Returns, Payments and Elections. The Company has filed all tax ----------------------------------- returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereoffaith that are set forth on Exhibit C hereto. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) and Section 341(f) of Section 1362(a) of the Code, respectively, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the businessCompany, propertiesits financial condition, prospects its business as presently conducted or financial condition proposed to be conducted or any of the Companyits properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statementsinception, the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such periodoperations. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereoffaith that are set forth on Exhibit C hereto. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) and Section 341(f) of Section 1362(a) of the Code, respectively, nor has it made any other elections pursuant to the Code (other than elections which that relate solely to methods of accounting, depreciation or amortization) which that would have a material effect on the businessCompany, propertiesits financial condition, prospects its business as presently conducted or financial condition proposed to be conducted or any of the Companyits properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or government governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statementsinception, the Company has made adequate provisions on its books of account for all taxes, assessments, assessments and governmental charges with respect to its business, properties and operations for such periodoperations. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxestaxes (including, including but not limited to to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.