Common use of Taxes and Governmental Returns and Reports Clause in Contracts

Taxes and Governmental Returns and Reports. (a) Except as set forth in Section 3.12 of the Disclosure Schedule, all Tax Returns of or relating to any Tax that are required to be filed (taking into account any applicable extensions) on or before the Closing Date for, by, on behalf of or with respect to either Company or any Subsidiary, including, but not limited to, those relating to the income, business, operations or property of either Company or any Subsidiary and those that include or should include either Company or any Subsidiary (whether on a separate, consolidated, affiliated, combined, unitary or any other basis), have been or will be timely filed with the appropriate foreign, federal, provincial, state and local authorities on or before the Closing Date, and all Taxes shown to be due and payable on such Tax Returns have been or will be paid in full on or before their respective due dates. The Shareholders have provided, or shall have caused the Companies to provide, Weatxxxxxxx xx its representatives complete and accurate copies of all such Tax Returns and all examination or audit reports, closing agreements and statements of deficiencies, if any, relating to such Tax Returns. (b) All such Tax Returns and the information and data contained therein have been or will be properly and accurately compiled and completed, fairly present or will fairly present the information purported to be shown therein, and reflect or will reflect all liabilities for Taxes for the periods covered by such Tax Returns. (c) Except as set forth in Section 3.12 of the Disclosure Schedule, neither Company nor any Subsidiary is under audit or examination by any foreign, federal, provincial, state or local authority and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or collection of any Tax or deficiency of any nature against either Company or any Subsidiary or with respect to any such Tax Return, or any suits or other actions, proceedings, investigations or claims now pending or threatened against either Company or any Subsidiary with respect to any Tax, or any matters under discussion with any foreign, federal, state or local authority relating to any Tax, or any claims for any additional Tax asserted by any such authority. (d) All Taxes due and owing or claimed to be due and owing from or against either Company or any Subsidiary on or before the Closing Date (including, but not limited to, ad valorem Taxes relating to any property of either Company or any Subsidiary) have been or will be timely paid in full on or before the Closing Date. (e) All withholding Tax and Tax deposit requirements imposed on either Company or any Subsidiary for any and all periods ending on or before the Closing Date, or through and including the Closing Date for periods that have not ended on or before the Closing Date, have been or will be timely satisfied in full on or before the Closing Date. (f) Except as set forth in Section 3.12 of the Disclosure Schedule, neither Company nor any Subsidiary has requested, nor has any Person requested on its behalf, any extension of time within which to file any Tax Return in respect of any taxable period that has not since been filed. (g) Neither Company nor any Subsidiary has any liability for any Taxes of any other Person under Treasury Regulation ss. 1.1502-6 or similar provision of state, local, foreign, federal, provincial or other applicable law, by contract or as transferor or successor or otherwise. (h) Except as set forth in Section 3.12 of the Disclosure Schedule, no power of attorney has been granted with respect to any matter relating to either Company or any Subsidiary that is currently in force. (i) Neither Company nor any Subsidiary has made any payments or provided any benefits, is obligated to make any payments or provide any benefits or is a party to any contract or other arrangement that will result, separately or in the aggregate, in an obligation to make any payments or provide any benefits that will not be deductible under Section 280G or Section 162 of the Code.

Taxes and Governmental Returns and Reports. (a) Except as set forth in Section 3.12 4.8 of the Disclosure Schedule, all : (a) All Tax Returns of or relating to any Tax that are required to be filed (taking into account any applicable extensions) on or before the Closing Date for, by, on behalf of or with respect to either Company or any SubsidiaryPDC, including, but not limited to, those relating to the income, business, operations or property of either Company or any Subsidiary PDC and those that which include or should include either Company or any Subsidiary PDC (whether on a separate, consolidated, affiliated, combined, unitary or any other basis), have been or will be timely filed with the appropriate foreign, federal, provincial, state and local authorities on or before the Closing DateDate in accordance with applicable tax laws, and all Taxes shown to be due and payable on such Tax Returns or related to such Tax Returns have been or (and as to all Taxes shown as due and payable on such Tax Returns filed as of the Closing Date, will be be) paid in full on in accordance with applicable laws or before their respective due dates. The Shareholders have provided, or shall have caused fully reserved against in the Companies to provide, Weatxxxxxxx xx its representatives complete and accurate copies of all such Tax Returns and all examination or audit reports, closing agreements and statements of deficiencies, if any, relating to such Tax Returns.Final Statement; (b) All all such Tax Returns and the information and data contained therein have been or will be properly and accurately compiled and completedcompleted in all material respects, fairly present or will fairly present the information purported to be shown therein, and reflect or will reflect all liabilities for Taxes for the periods covered by such Tax Returns.; (c) Except as set forth in Section 3.12 none of the Disclosure Schedule, neither Company nor any Subsidiary is such Tax Returns are under audit or or, to the knowledge of PDC, examination by any foreign, federal, provincial, state or local authority and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or collection of any Tax or deficiency of any nature against either Company or any Subsidiary PDC or with respect to any such Tax Return, or any suits or other actions, proceedings, investigations or claims now pending or or, to the knowledge of PDC, threatened against either Company or any Subsidiary PDC with respect to any Tax, or any matters under discussion with between PDC and any foreign, federal, provincial, state or local authority relating to any Tax, or any claims for any additional Tax asserted by any such authority.; (d) All all Taxes due assessed and owing or claimed to be due and owing from or against either Company or any Subsidiary PDC on or before the Closing Date (including, but not limited to, ad valorem Taxes relating to any property of either Company or any SubsidiaryPDC) have been or will be timely paid in full on or before the Closing Date.Date or fully reserved against in the Final Statement; (e) All all withholding Tax and Tax deposit requirements imposed on either Company or any Subsidiary PDC for any and all periods ending on or before the Closing Date, or through and including the Closing Date for periods that have not ended on or before the Closing Date, have been or will be timely satisfied in full on or before the Closing Date.; (f) Except as set forth the Financial Statements reflect and include adequate charges, accruals, reserves and provisions for the payment in full of any and all Taxes payable by PDC with respect to any and all periods ending on or before the date thereof; (g) there is no basis known to PDC for any reassessment of Tax and there have been no special assessments on any assets of PDC; (h) the charges, accruals and reserves for Taxes with respect to PDC for any period ending on or before the Closing Date (including any such period for which no Tax Return has yet been filed) reflected on the books of PDC (excluding any provision for deferred income Taxes) are adequate to cover such Taxes; (i) neither PDC nor any other Person on behalf of PDC, has entered into nor will it enter into any agreement or consent pursuant to Section 3.12 341(f) of the Disclosure Schedule, neither Company nor Code; (j) there are no liens for Taxes upon the assets of PDC except liens for current property Taxes not yet due and payable; (k) PDC is not delinquent in the payment of any Subsidiary Tax and has requested, nor has any Person not requested on its behalf, any extension of time within which to file any Tax Return which has not been filed; (l) there are no requests or determinations in respect of any taxable period that has not since been filed.Tax matter relating to PDC pending before or with any Governmental Authority; (gm) Neither Company nor all Tax Returns filed with respect to the Tax years of PDC through the Tax year ended December 31, 1990, have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (n) PDC has not: (i) been a member of any Subsidiary has affiliated, consolidated, combined, or unitary group, or (ii) participated in any arrangement whereby any income, revenues, receipts, gain, loss, deduction or credit of PDC was determined or taken into account for Tax purposes with reference to or in conjunction with any income, revenues, receipts, gain, loss, deduction, credit, or liability for any Taxes of any other Person under Treasury Regulation ss. 1.1502-6 or similar provision of state, local, foreign, federal, provincial or (other applicable law, by contract or as transferor or successor or otherwisethan PDC). (ho) Except as set forth in Section 3.12 of the Disclosure Schedule, no power of attorney has been granted with respect to any matter relating to either Company or any Subsidiary that PDC is currently in force. (i) Neither Company nor any Subsidiary has made any payments or provided any benefits, is obligated to make any payments or provide any benefits or is not a party to any contract Tax allocation or Tax sharing agreement; (p) PDC has not issued or entered into any restricted stock, deferred compensation or profit- sharing plans, call options, warrants or similar instruments with respect to its stock, stock appreciation rights, convertible debt instruments, stock-based employee incentive plans, or other arrangement that will resultsimilar instruments, separately obligations or arrangements, (q) PDC has not issued or entered into any indebtedness other than indebtedness which constitutes "straight debt" within the meaning of section 1361(c)(5) of the Code and Treas. Reg. Section 1.1361-1(l)(5), (r) neither PDC nor any Person who has been the record or beneficial owner of any Shares (or any interest therein) has entered into any binding agreements relating to rights to distributions or liquidation proceeds in respect of the aggregateShares, or any other agreement with respect to the Shares, including, but not limited to, buy-sell agreements, agreements restricting the transferability of Shares, or redemption agreements, (s) PDC has not acquired the assets of any other corporation in an obligation to make any payments or provide any benefits that will not be deductible under Section 280G or Section 162 a transaction described in section 381(a) of the Code, and (t) Section 4.8 of the Disclosure Schedule contains a list of all jurisdictions (whether foreign or domestic) to which any Tax is properly payable by PDC.

Taxes and Governmental Returns and Reports. (a) Except All Tax Returns (as set forth defined in Section 3.12 of the Disclosure Schedule, all Tax Returns 10.53) of or relating to any Tax that are required to be filed (taking into account any applicable extensions) on or before the Closing Date for, by, on behalf of or with respect to either Company or any Subsidiarythe Company, including, but not limited to, those relating to the income, business, operations or property of either the Company or any Subsidiary and those that which include or should include either the Company or any Subsidiary (whether on a separate, consolidated, affiliated, combined, unitary or any other basis), have been or will be timely filed with the appropriate foreign, federal, provincial, state and local authorities on or before the Closing Date, and all Taxes shown to be due and payable on such Tax Returns or related to such Tax Returns have been or will be paid in full on or before their respective due dates. The Shareholders have provided, or shall have caused the Companies to provide, Weatxxxxxxx xx its representatives complete and accurate copies of all such Tax Returns and all examination or audit reports, closing agreements and statements of deficiencies, if any, relating to such Tax ReturnsClosing Date. (b) All such Tax Returns and the information and data contained therein have been or will be properly and accurately compiled and completed, fairly present or will fairly present the information purported to be shown therein, and reflect or will reflect all liabilities for Taxes for the periods covered by such Tax Returns. (c) Except as set forth in Section 3.12 None of the Disclosure Schedule, neither Company nor any Subsidiary is such Tax Returns are under audit or examination by any foreign, federal, provincial, state or local authority and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or collection of any Tax or deficiency of any nature against either the Company or any Subsidiary or with respect to any such Tax Return, or any suits or other actions, proceedings, investigations or claims now pending or threatened against either the Company or any Subsidiary with respect to any Tax, or any matters under discussion with any foreign, federal, state or local authority relating to any Tax, or any claims for any additional Tax asserted by any such authority. (d) All Taxes due assessed and owing or claimed to be due and owing from or against either the Company or any Subsidiary on or before the Closing Date (including, but not limited to, ad valorem Taxes relating to any property of either Company or any Subsidiarythe Company) have been or will be timely paid in full on or before the Closing Date. (e) All withholding Tax and Tax deposit requirements imposed on either the Company or any Subsidiary for any and all periods ending on or before the Closing Date, or through and including the Closing Date for periods that have not ended on or before the Closing Date, have been or will be timely satisfied in full on or before the Closing Date. (f) Except as set forth in Section 3.12 of the Disclosure Schedule, neither Company nor any Subsidiary has requested, nor has any Person requested on its behalf, any extension of time within which to file any Tax Return in respect of any taxable period that has not since been filed. (g) Neither Company nor any Subsidiary has any liability for any Taxes of any other Person under Treasury Regulation ss. 1.1502-6 or similar provision of state, local, foreign, federal, provincial or other applicable law, by contract or as transferor or successor or otherwise. (h) Except as set forth in Section 3.12 of the Disclosure Schedule, no power of attorney has been granted with respect to any matter relating to either Company or any Subsidiary that is currently in force. (i) Neither Company nor any Subsidiary has made any payments or provided any benefits, is obligated to make any payments or provide any benefits or is a party to any contract or other arrangement that will result, separately or in the aggregate, in an obligation to make any payments or provide any benefits that will not be deductible under Section 280G or Section 162 of the Code.periods

Taxes and Governmental Returns and Reports. (a) Except as set forth in Section 3.12 2.12(a) of the Disclosure Schedule, all Tax Returns of or relating to any Tax that are required to be filed (taking into account any applicable extensions) on or before the Closing Date for, by, on behalf of or with respect to either Company or any Subsidiarythe Company, including, but not limited to, those relating to the income, business, operations or property of either the Company or any Subsidiary and those that which include or should include either the Company or any Subsidiary (whether on a separate, consolidated, affiliated, combined, unitary or any other basis), have been or will be timely filed with the appropriate foreign, federal, provincial, state and local authorities on or before the Closing Date, and all Taxes shown to be due and payable on such Tax Returns or related to such Tax Returns have been or will be timely paid in full on or before their respective due dates. The Shareholders have provided, or shall have caused the Companies to provide, Weatxxxxxxx xx its representatives complete and accurate copies of all such Tax Returns and all examination or audit reports, closing agreements and statements of deficiencies, if any, relating to such Tax ReturnsClosing Date. (b) All such Tax Returns and the information and data contained therein have been or will be properly and accurately compiled and completed, fairly present or will fairly present the information purported to be shown therein, and reflect or will reflect all liabilities for Taxes for the periods covered by such Tax Returns. (c) Except as set forth in Section 3.12 None of the Disclosure Schedule, neither Company nor any Subsidiary is such Tax Returns are under audit or examination by any foreign, federal, provincial, state or local authority authority, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or collection of any Tax or deficiency of any nature against either the Company or any Subsidiary or with respect to any such Tax Return, or any suits or other actions, proceedings, investigations or claims now pending or threatened against either the Company or any Subsidiary with respect to any Tax, or any matters under discussion with any foreign, federal, state or local authority relating to any Tax, or any claims for any additional Tax asserted by any such authority. (d) All Taxes due assessed and owing or claimed to be due and owing from or against either the Company or any Subsidiary on or before the Closing Date (including, but not limited to, ad valorem Taxes relating to any property of either Company or any Subsidiarythe Company) have been or will be timely paid in full on or before the Closing Date. (e) All withholding Tax and Tax deposit requirements imposed on either the Company or any Subsidiary for any and all periods ending on or before the Closing Date, or through and including the Closing Date for periods that have not ended on or before the Closing Date, have been or will be timely satisfied in full on or before the Closing Date. (f) The Financial Statements reflect and include adequate charges, accruals, reserves and provisions for the payment in full of any and all Taxes payable with respect to any and all periods ending on or before the respective dates thereof. (g) There is no basis known to Tulsa or Holdings for any reassessment of Tax, and there have been no special assessments on any assets of the Company. (h) The Company is not a party to any Tax allocation or Tax sharing agreement. (i) All consolidated groups or fiscal unities of which Tulsa and Holdings are or have been a party have duly fulfilled, in a timely and accurate manner, all obligations to any foreign, federal, provincial, state or local authority for the period up to the Closing Date. There are no liens for Taxes on the property of Tulsa or Holdings, except for statutory liens for Taxes not yet due. (j) Except as set forth disclosed in Section 3.12 2.12(j) of the Disclosure Schedule, neither during the current fiscal year and for the five previous fiscal years, the Company nor any Subsidiary has requested, nor has any Person requested on its behalf, any extension of time within which to file any Tax Return in respect of any taxable period that has not since claimed or been filedgranted exemptions from Taxes in connection with any reorganization or merger. Any reorganizations or mergers involving the Company that were consummated before the Closing Date will not give rise to the assessment or payment of Taxes after the Closing Date. (gk) Neither No special agreements, rulings or compromises have been entered into between the Company nor and any Subsidiary has any liability for any Taxes of any other Person under Treasury Regulation ss. 1.1502-6 or similar provision of state, local, foreign, federal, provincial provincial, state or other applicable law, by contract local authority regarding the assessment or as transferor or successor or otherwisepayment of Taxes. (hl) Except as set Set forth in Section 3.12 2.12(l) of the Disclosure ScheduleSchedule is a schedule of the Company's tax basis in those assets and liabilities included on the Company's balance sheet as of December 31, no power 1999, which basis has not changed by any significant amount since such date, other than changes that have occurred in the ordinary course of attorney has been granted with respect to any matter relating to either Company or any Subsidiary that is currently in forcebusiness, including depreciation and amortization. (im) Neither The Company nor any Subsidiary has made any payments operates at least one significant historic business line, or provided any benefits, is obligated to make any payments or provide any benefits or is owns at least a party to any contract or other arrangement that will result, separately or in the aggregatesignificant portion of its historic business assets, in an obligation to make any payments each case within the meaning of Treas. Reg. Section 1.368-1(d). (n) The Company is not under the jurisdiction of a court in a Title 11 or provide any benefits that will not be deductible under similar case within the meaning of Code Section 280G or Section 162 368(a)(3)(A). (o) Tulsa shall pay its own costs of the Codetransaction hereunder.

Taxes and Governmental Returns and Reports. (a) Except as set forth in Section 3.12 of the Disclosure Schedule, all All Tax Returns of or relating to any Tax that are required to be filed (taking into account any applicable extensions) on or before the Closing Date for, by, on behalf of or with respect to either Company or any Subsidiary, of the Companies including, but not limited to, those relating to the income, business, operations or property of either Company or any Subsidiary of the Companies and those that which include or should include either Company or any Subsidiary of the Companies (whether on a separate, consolidated, affiliated, combined, unitary or any other basis), have been or will be timely filed with the appropriate foreign, federal, provincial, state and local authorities on or before the Closing Dateauthorities, and all Taxes shown to be due and payable on such Tax Returns or related to such Tax Returns have been or will be paid in full on or before their respective due dates. The Shareholders have provided, or shall have caused the Companies to provide, Weatxxxxxxx xx its representatives complete and accurate copies of all such Tax Returns and all examination or audit reports, closing agreements and statements of deficiencies, if any, relating to such Tax ReturnsClosing Date. (b) All such Tax Returns and the information and data contained therein have been or will be properly and accurately compiled and completed, fairly present or will fairly present the information purported to be shown therein, and reflect or will reflect all liabilities for Taxes for the periods covered by such Tax Returns. (c) Except as set forth in Section 3.12 None of such Tax Returns are under audit or, to the Knowledge of the Disclosure ScheduleShareholder, neither Company nor any Subsidiary is under audit or examination by any foreign, federal, provincial, state or local authority and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or collection of any Tax or deficiency of any nature against either Company or any Subsidiary of the Companies or with respect to any such Tax Return, or any suits or other actions, proceedings, investigations or claims now existing or, to the Knowledge of the Shareholder, pending or threatened against either Company or any Subsidiary of the Companies with respect to any Tax, or any matters under discussion with any foreign, federal, provincial, state or local authority relating to any Tax, or any claims for any additional Tax asserted by any such authority. (d) All Except as set forth in Section 2.13 of the Disclosure Schedule, all Taxes due assessed and owing or claimed to be due and owing from or against either Company or any Subsidiary each of the Companies on or before the Closing Date (including, but not limited to, ad valorem Taxes relating to any property of either Company or any Subsidiarythe Companies) have been been, or will be be, timely paid in full on or before the Closing Date. (e) All withholding Tax and Tax deposit requirements imposed on either Company or any Subsidiary of the Companies for any and all periods ending on or before the Closing Date, or through and including the Closing Date for periods that have not ended on or before the Closing Date, have been or will be timely satisfied in full on or before the Closing Date. (f) Except as set forth The Financial Statements reflect and include adequate charges, accruals, reserves and provisions for the payment in Section 3.12 of the Disclosure Schedule, neither Company nor any Subsidiary has requested, nor has any Person requested on its behalf, any extension of time within which to file any Tax Return in respect full of any taxable period that has not since been filedand all Taxes payable with respect to any and all periods ending on or before the respective dates thereof. (g) Neither Company nor To the Knowledge of the Shareholder, there is no basis any Subsidiary has reassessment of Tax and there have been no special assessments on any liability for any Taxes assets of any other Person under Treasury Regulation ss. 1.1502-6 or similar provision of state, local, foreign, federal, provincial or other applicable law, by contract or as transferor or successor or otherwisethe Companies. (h) Except as set forth in Section 3.12 None of the Disclosure Schedule, no power of attorney has been granted with respect Companies is a party to any matter relating to either Company Tax allocation or any Subsidiary that is currently in forceTax sharing agreement. (i) Neither Company None of the Companies is or has been a member of any affiliated, consolidated, combined, unitary or similar group for Tax purposes. (j) All consolidated groups or fiscal entities of which any of the Companies is or has been a party have duly fulfilled, in a timely and accurate manner, all Material obligations to any foreign, federal, provincial, state or local authority for the period up to the Closing Date. Adequate provisions for payment of all Taxes, including all Material obligations regarding the termination of any consolidated groups or fiscal entities of which any of the Companies is or has been a party, have been made. (k) During the current fiscal year and for the five previous fiscal years, none of the Companies has claimed or been granted exemptions from, or deferrals of, Taxes in connection with any reorganization or merger. Any reorganizations or mergers involving any of the Companies and were consummated before the Closing Date, will not give rise to the assessment or payment of Taxes after the Closing Date. (l) No special agreements, rulings or compromises have been entered into between any of the Companies and any foreign, federal, provincial, state or local authority regarding the assessment or payment of Taxes. (m) All research and development investment tax credits (“ITCs”) were claimed by each of the Companies in accordance with the ITA and relevant provincial legislation and each of the Companies satisfied at all times relevant criteria and conditions entitling it to such ITCs. All refunds of ITCs received or receivable by each of the Companies in any financial year were claimed in accordance with the ITA and the relevant provincial legislation and each of the Companies satisfied at all times the relevant criteria and conditions entitling it to claim a refund of such ITCs. (n) None of the Companies has filed nor any Subsidiary has made any payments or provided any benefits, is obligated to make any payments or provide any benefits or is a been party to any contract election pursuant to Sections 83 or other 85 of the ITA or the corresponding provisions of any provincial statute. (o) None of the Companies has at any time benefited from a forgiveness of debt nor entered into any transaction or arrangement that will result, separately or (including conversation of debt into shares of its share capital) which could have resulted in the aggregateapplication of Section 80 to 80.04 of the ITA. (p) Each of the Companies’ cost amount, as defined in the ITA, in an obligation to make any payments or provide any benefits that will not be deductible under Section 280G or Section 162 respect of its assets is accurately reflected on such Companies’ Tax Returns and records. (q) The paid-up capital for Tax purposes of each of the CodeShares is no less than its stated capital for corporate purposes as of the Closing Date. (r) Section 2.13(r) of the Disclosure Schedule sets forth a description of the Companies’ Tax Returns and true, complete and correct copies thereof have been provided by the Shareholder to the Buyer.

Taxes and Governmental Returns and Reports. (a) Except as set forth in Section 3.12 Schedule 4.8 of the Disclosure Schedule, : (a) all Tax Returns of or relating to any Tax that are required to be filed (taking into account any applicable extensions) on or before the Closing Date for, by, on behalf of or with respect to either Company or TEXONA with respect to any Subsidiaryperiod ending, including, but not limited to, those relating to the income, business, operations or property of either Company or any Subsidiary TEXONA and those that which include or should include either Company or any Subsidiary TEXONA (whether on a separate, consolidated, affiliated, combined, unitary or any other basis), ) have been or will be timely filed with the appropriate foreign, federal, provincial, state and local authorities on or before the Closing DateDate in accordance with applicable tax laws, and all Taxes shown to be due and payable on such Tax Returns or related to such Tax Returns have been or (and as to all Taxes shown as due and payable on such Tax Returns filed as of the Closing Date, will be be) paid in full on or before their respective due dates. The Shareholders have provided, or shall have caused the Companies to provide, Weatxxxxxxx xx its representatives complete and accurate copies of all such Tax Returns and all examination or audit reports, closing agreements and statements of deficiencies, if any, relating to such Tax Returns.in accordance with applicable laws; (b) All all such Tax Returns and the information and data contained therein have been or will be properly and accurately compiled and completed, fairly present or will fairly present the information purported to be shown therein, and reflect or will reflect all liabilities for Taxes for the periods covered by such Tax Returns.; (c) Except as set forth in Section 3.12 none of the Disclosure Schedule, neither Company nor any Subsidiary is such Tax Returns are under audit or examination by any foreign, federal, provincial, state or local authority (except a proposed assessment by the State of Louisiana which TEXONA currently believes is incorrect) and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or collection of any Tax or deficiency of any nature against either Company or any Subsidiary TEXONA or with respect to any such Tax Return, or any suits or other actions, proceedings, investigations or claims now pending or threatened against either Company or any Subsidiary TEXONA with respect to any Tax, or any matters under discussion with any foreign, federal, provincial, state or local authority relating to any Tax, or any claims for any additional Tax asserted by any such authority.; (d) All all Taxes due assessed and owing or claimed to be due and owing from or against either Company or any Subsidiary TEXONA on or before the Closing Date (including, but not limited to, ad valorem Taxes relating to any property of either Company or any SubsidiaryTEXONA) have been or will be timely paid in full on or before the Closing Date.; (e) All all withholding Tax and Tax deposit requirements imposed on either Company or any Subsidiary TEXONA for any and all periods ending on or before the Closing Date, or through and including including, the Closing Date for periods that have not ended on or before the Closing Date, have been or will be timely satisfied in full on or before the Closing Date.; (f) Except as set forth the Financial Statements reflect and include adequate charges, accruals, reserves and provisions for the payment in full of any and all Taxes payable by TEXONA with respect to any and all periods ending on or before the respective dates thereof; (g) there is no basis known to TEXONA for any reassessment of any material amount of Tax and there have been no special assessments on any assets of TEXONA; (h) the charges, accruals and reserves for Taxes with respect to TEXONA for any period ending on or before the Closing Date (including any such period for which no Tax Return has yet been filed) reflected on the books of TEXONA (excluding any provision for deferred income Taxes) are adequate to cover such Taxes; (i) neither TEXONA nor any other Person on behalf of TEXONA, has entered into nor will it enter into any agreement or consent pursuant to Section 3.12 341(f) of the Disclosure Schedule, neither Company nor Code; (j) there are no liens for Taxes upon the assets of TEXONA except liens for current property taxes not yet due and payable; (k) TEXONA is not delinquent in the payment of any Subsidiary Tax and has requested, nor has any Person not requested on its behalf, any extension of time within which to file any Tax Return which has not been filed except that the 1999 federal and state income and franchise tax returns are on extension; (l) there are no requests or determinations in respect of any taxable period that has not since been filed.Tax matter relating to TEXONA pending before or with any Governmental Authority; (gm) Neither Company nor all Tax Returns filed with respect to the Tax years of TEXONA through the Tax year ended December 31, 1996, have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (n) TEXONA has not: (i) been a member of any Subsidiary has affiliated, consolidated, combined, or unitary group, or (ii) participated in any arrangement whereby any income, revenues, receipts, gain, loss, deduction or credit of TEXONA was determined or taken into account for Tax purposes with reference to or in conjunction with any income, revenues, receipts, gain, loss, deduction, credit, or liability for any Taxes of any other Person under Treasury Regulation ss. 1.1502-6 or similar provision of state, local, foreign, federal, provincial or (other applicable law, by contract or as transferor or successor or otherwise.than TEXONA); (ho) Except TEXONA is not a party to any Tax allocation or Tax sharing agreement other than tax partnerships created by joint operating agreements; (p) TEXONA has no "net unrealized built-in gain" as set forth that term is defined in Section 3.12 1374 of the Disclosure Schedule, no power Code; (q) on and following the date of attorney has been granted with respect to any matter relating to either Company or any Subsidiary that is currently in force.incorporation of TEXONA and through the date hereof: (i) Neither Company the only authorized and outstanding shares of capital stock of TEXONA have been the Shares, (ii) TEXONA has not issued or entered into any restricted stock, deferred compensation or profit-sharing plans, call options, warrants or similar instruments with respect to its stock, stock appreciation rights, convertible debt instruments, stock-based employee incentive plans, or other similar instruments, obligations or arrangements, except a stock option plan, (iii) TEXONA has not issued or entered into any indebtedness other than indebtedness which constitutes "straight debt" within the meaning of Section 1361(c)(5) of the Code and Treas. Reg. Section 1.1361-1(l)(5), except the bank debt, (iv) neither TEXONA nor any Subsidiary Person who has made been the record or beneficial owner of any payments Shares (or provided any benefitsinterest therein) has entered into any binding agreements relating to rights to distributions or liquidation proceeds in respect of the Shares, is obligated or any other agreement with respect to make the Shares, including, but not limited to, buy-sell agreements, agreements restricting the transferability of Shares, or redemption agreements, (v) TEXONA has not acquired the assets of any payments or provide any benefits or is other corporation in a party to any contract or other arrangement that will result, separately or transaction described in the aggregate, in an obligation to make any payments or provide any benefits that will not be deductible under Section 280G or Section 162 381(a) of the Code, except the 1997 acquisition of Texona Acquisition Company, and (vi) TEXONA has not owned any stock (including any instrument or interest that constitutes stock for U.S. federal income tax purposes) of any corporation and has not entered into any partnership (other than tax partnership), joint venture, marketing or other similar contract or arrangement with any person; and (r) Schedule 4.8 of the Disclosure Schedule contains a list of all jurisdictions (whether foreign or domestic) to which any Tax is properly payable by TEXONA.

Taxes and Governmental Returns and Reports. (a) Except as set forth in Section 3.12 4.9 of the Disclosure Schedule, : (a) all Tax Returns of or relating to any Tax that are required to be filed (taking into account any applicable extensions) on or before the Closing Date for, by, on behalf of or with respect to either Company JSM or any Subsidiaryof its subsidiaries, including, but not limited to, those relating to the income, business, operations or property of either Company JSM or any Subsidiary of its subsidiaries and those that which include or should include either Company JSM or any Subsidiary of its subsidiaries (whether on a separate, consolidated, affiliated, combined, unitary or any other basis), have been or will be timely filed with the appropriate foreign, federal, provincial, state and local authorities on or before the Closing Date, and all Taxes shown to be due and payable on such Tax Returns or related to such Tax Returns have been or will be paid in full on or before their respective due dates. The Shareholders have provided, or shall have caused the Companies to provide, Weatxxxxxxx xx its representatives complete and accurate copies of all such Tax Returns and all examination or audit reports, closing agreements and statements of deficiencies, if any, relating to such Tax Returns.Closing Date; (b) All all such Tax Returns and the information and data contained therein have been or will be properly and accurately compiled and completed, fairly present or will fairly present the information purported to be shown therein, and reflect or will reflect all liabilities for Taxes for the periods covered by such Tax Returns.; (c) Except as set forth in Section 3.12 none of the Disclosure Schedule, neither Company nor any Subsidiary is such Tax Returns are under audit or examination by any foreign, federal, provincial, state or local authority and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or collection of any Tax or deficiency of any nature against either Company or any Subsidiary or with respect to any such Tax Return, or any suits or other actions, proceedings, investigations or claims now pending or threatened against either Company or any Subsidiary with respect to any Tax, or any matters under discussion with any foreign, federal, state or local authority relating to any Tax, or any claims for any additional Tax asserted by any such authority., (d) All all Taxes due assessed and owing or claimed to be due and owing from or against either Company JSM or any Subsidiary of its subsidiaries on or before the Closing Date (including, but not limited to, ad valorem Taxes relating to any property of either Company JSM or any Subsidiaryof its subsidiaries) have been or will be timely paid in full on or before the Closing Date.; (e) All all withholding Tax and Tax deposit requirements imposed on either Company JSM or any Subsidiary of its subsidiaries for any and all periods ending on or before the Closing Date, or through and including the Closing Date for periods that have not ended on or before the Closing Date, have been or will be timely satisfied in full on or before the Closing Date.; (f) Except as set forth the Financial Statements reflect and include adequate charges, accruals, reserves and provisions for the payment in Section 3.12 of the Disclosure Schedule, neither Company nor any Subsidiary has requested, nor has any Person requested on its behalf, any extension of time within which to file any Tax Return in respect full of any taxable period that has not since been filed.and all Taxes payable with respect to any and all periods ending on or before the respective dates thereof; and (g) Neither Company nor any Subsidiary has any liability there is no basis known to the Shareholders for any Taxes reassessment of Tax and there have been no special assessments on any other Person under Treasury Regulation ss. 1.1502-6 assets of JSM or similar provision of state, local, foreign, federal, provincial or other applicable law, by contract or as transferor or successor or otherwiseits subsidiaries. (h) Except as set forth in Section 3.12 of the Disclosure Schedule, no power of attorney has been granted with respect to any matter relating to either Company or any Subsidiary that is currently in force. (i) Neither Company nor any Subsidiary has made any payments or provided any benefits, is obligated to make any payments or provide any benefits or is a party to any contract or other arrangement that will result, separately or in the aggregate, in an obligation to make any payments or provide any benefits that will not be deductible under Section 280G or Section 162 of the Code.