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 required by law 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 which are listed in the Disclosure Schedule. The provision for taxes of the Company 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, 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 Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Company. None of the Company's federal income tax returns nor any state income or franchise tax returns have ever been audited by governmental authorities.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. 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 corporationcorporation 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 adverse effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companygovernment charge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 required by law to be filed by the Company. 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 which are listed and except to the extent that a reserve has been reflected on the Financial Statements in the Disclosure Schedule. The provision for taxes of the Company is adequate for taxes due or accrued as of the date thereofaccordance 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 corporationcorporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) 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 adverse effect on that could materially and adversely affect the Companyassets, its properties, financial condition, its operating results, prospects or business of the Company as presently conducted or currently as 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 Company 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 Scheduleconducted. 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities and the Company is not in any dispute with any tax authorities. The Company has caused to be 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 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 required by law 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 which are listed in the Disclosure Schedule. The provision for taxes of the Company 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, 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 Company, its financial condition, its business as presently conducted or currently proposed to be conducted or any of its material properties or material assets. The Company has never had a tax deficiency or tax audit or a tax deficiency proceeding and the Company 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 other than with respect to those contested by the Company in good faith which are listed in the Disclosure Schedulecharge. 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 governmental 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 nor any state income or franchise tax returns have ever been audited by governmental authorities.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports (including information returns and reports) as required by law to be filed by the Companylaw. 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 which 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 (the "Code"), to be treated as an a Subchapter S corporationcorporation pursuant to 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 adverse effect on the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's ’s federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 not incurred any taxes, assessments or governmental charges other than in the ordinary course of business. 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 as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. 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 corporationcorporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) 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 adverse effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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. The Company has filed all tax returns and reports as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedule. The provision for taxes of the Company 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 corporationcorporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) 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 adverse effect on the Company, its financial condition, its business as presently conducted or 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 Company 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 ScheduleMaterial 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's ’s federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 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 timely filed all tax returns and reports (federal, state and local) as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. 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 corporationa collapsible corporation pursuant to 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 adverse effect on the business, properties, prospects, or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 depositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. 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 corporationcorporation 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 adverse effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 in all material respects 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 depositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. 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 corporationcorporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) 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 adverse effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 depositaries.

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 to be filed by the Companylaw. 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 which are listed in the Disclosure Schedule. The provision for taxes of the Company is adequate for taxes due or accrued as of the date thereoffaith. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "CodeCODE"), to be treated as an S corporationcorporation 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 adverse effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 depositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. 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 corporationcorporation or a collapsible corporation pursuant to Section 341(f) or 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 adverse effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 depositaries.

Tax Returns, Payments and Elections. The Company has timely filed all tax returns and reports as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. 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 corporationcorporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) 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 adverse effect on the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 have paid the same to the proper tax receiving officers or authorized depositaries.

Tax Returns, Payments and Elections. The Company has filed all tax returns and reports as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. 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 corporationcorporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(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 adverse effect on the business, properties, prospects, or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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, -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 timely filed all tax returns and reports (federal, state and local) as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. The provision for taxes of the Company is 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 corporationcorporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) 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 adverse effect on the business, properties, prospects, or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's ’s federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate pro-visions 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 depositaries.

Tax Returns, Payments and Elections. The Company has filed all ------------------------------------- tax returns and reports as required by law to be filed by the Companylaw. 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 which are listed in the Disclosure Schedulefaith. 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 corporationcorporation 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 adverse effect on the business, properties, prospects or financial condition of the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 depositaries.

Tax Returns, Payments and Elections. The Company has filed all tax ----------------------------------- returns and reports as required by law to be filed by the Companylaw. 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 which that are listed in the Disclosure Schedule. The provision for taxes of the Company is adequate for taxes due or accrued as of the date thereofset 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 corporationcorporation or a collapsible corporation pursuant to Section 1362(a) and Section 341(f) 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 adverse effect on the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since inception, 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. 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 to be filed by the Companylaw. 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 which 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 (the "Code"), to be treated as an a Subchapter S corporationcorporation pursuant to 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 adverse effect on the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have 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 not incurred any taxes, assessments or governmental charges other than in the ordinary course of business. 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 as required by law to be filed by the Companylaw. 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 which that are listed in the Disclosure Schedule. The provision for taxes of the Company is adequate for taxes due or accrued as of the date thereofset 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 corporationcorporation or a collapsible corporation pursuant to Section 1362(a) and Section 341(f) 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 adverse effect on the Company, its financial condition, its business as presently conducted or 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 Company 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 governmental charge which had a material adverse effect on the financial condition of the Companycharge. None of the Company's federal income tax returns nor any and none of its state income or franchise tax or sales or use tax returns have has ever been audited by governmental authorities. Since inception, 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. 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.