Common use of Taxes and Governmental Returns Clause in Contracts

Taxes and Governmental Returns. As of the date hereof, all Tax returns, information returns and governmental reports of every nature required by any Governmental Authority or Governmental Requirement to be filed by Seller or which include or should include Seller, including, but not limited to, those relating to Taxes of any nature to which Seller or any of its business is subject ("Governmental Returns"), have been filed for all periods ending on or before the date hereof (except for any returns not yet due), and all Taxes shown to be due and payable on such Governmental Returns or on any assessments related to such Governmental Returns have been paid. All such Governmental Returns and reports and the information and data contained therein have been properly and accurately compiled and completed, fairly present the information purported to be shown therein, and reflect all Tax liabilities of Seller for the periods covered by such Governmental Returns. Except as specifically disclosed in this Agreement or the Schedules hereto, Seller has no unpaid liability for any Taxes of any nature whatsoever for any period prior to the date hereof. The Governmental Returns of Seller or that include Seller have not been audited, and are not now under audit, by any Governmental Authority. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any Taxes of any nature against Seller or with respect to

Taxes and Governmental Returns. As of the date hereof, all Tax returns, information returns and governmental reports of every nature required by any Governmental Authority or Governmental Requirement to be filed by Seller or which include or should include Seller, including, but not limited to, those relating to Taxes of any nature to which Seller or any of its business is subject ("Governmental Returns"), have been filed for all periods ending on or before the date hereof (except for any returns not yet due), and all Taxes shown to be due and payable on such Governmental Returns or on any assessments related to such Governmental Returns have been paid. All such Governmental Returns and reports and the information and data contained therein have been properly and accurately compiled and completed, fairly present the information purported to be shown therein, and reflect all Tax liabilities of Seller for the periods covered by such Governmental Returns. Except as specifically disclosed in this Agreement or the Schedules hereto, Seller has no unpaid liability for any Taxes of any nature whatsoever for any period prior to the date hereof. The To the Best Knowledge of Seller and Shareholder, none of the Governmental Returns of Seller or that include Seller have not been audited, and none are not now under audit, by any Governmental Authority. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any Taxes of any nature against Seller or with respect toto any Governmental Return filed by Seller or that include Seller, or any suits or other actions, proceedings, investigations or claims now pending or threatened against Seller with respect to any Taxes or any matters under discussion with any Governmental Authority relating to any Taxes, or any claims for additional Taxes asserted by any Governmental Authority.

Taxes and Governmental Returns. As of the date hereof, all Tax returns, information returns and governmental reports of every nature required by any Governmental Authority or Governmental Requirement to be filed by either Seller or which include or should include either Seller, including, but not limited to, those relating to Taxes of any nature to which either Seller or any of its either of their business is subject ("Governmental Returns"), have been filed for all periods ending on or before the date hereof (except for any returns not yet due), and all Taxes shown to be due and payable on such Governmental Returns or on any assessments related to such Governmental Returns have been paid. All such Governmental Returns and reports and the information and data contained therein have been properly and accurately compiled and completed, fairly present the information purported to be shown therein, and reflect all Tax liabilities of the applicable Seller for the periods covered by such Governmental Returns. Except as specifically disclosed in this Agreement or the Schedules hereto, Neither Seller has no any unpaid liability for any Taxes of any nature whatsoever for any period prior to the date hereof. The To the Best Knowledge of each Seller and Shareholder, none of the Governmental Returns of either Seller or that include either Seller have not been audited, and none are not now under audit, by any Governmental Authority. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any Taxes of any nature against either Seller or with respect toto any Governmental Return filed by either Seller or that include either Seller, or any suits or other actions, proceedings, investigations or claims now pending or threatened against either Seller with respect to any Taxes or any matters under discussion with any Governmental Authority relating to any Taxes, or any claims for additional Taxes asserted by any Governmental Authority.

Taxes and Governmental Returns. As of the date hereofEffective Date, all Tax returns, information returns and governmental reports of every nature required by any Governmental Authority or Governmental Requirement to be filed by Seller or which include or should include Seller, including, but not limited to, those relating to Taxes of any nature to which Seller or any of its business is subject ("“Governmental Returns"”), have been filed for all periods ending on or before the date hereof Effective Date (except for any returns not yet due), and all Taxes shown to be due and payable on such Governmental Returns or on any assessments related to such Governmental Returns have been paid. All such Governmental Returns and reports and the information and data contained therein have been properly are true, correct and accurately compiled and completed, fairly present the information purported to be shown therein, and reflect complete in all Tax liabilities of Seller for the periods covered by such Governmental Returnsmaterial respects. Except as specifically disclosed in this Agreement or the Schedules hereto, Seller has no unpaid liability for any Taxes of any nature whatsoever for any period prior to the date hereofEffective Date. The None of the Governmental Returns of Seller or that include Seller have not been audited, and except for pending audits of sales tax returns in certain states, none are not now under audit, by any Governmental Authority. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any Taxes of any nature against Seller or with respect toto any Governmental Return filed by Seller or that include Seller, or any suits or other actions, proceedings, investigations or claims now pending or threatened against Seller with respect to any Taxes or any matters under discussion with any Governmental Authority relating to any Taxes, or any claims for additional Taxes asserted by any Governmental Authority.

Taxes and Governmental Returns. As of the date hereofDisclosure Effective Date, all Tax returns, information returns and governmental reports of every nature required by any Governmental Authority or Governmental Requirement to be filed by Seller or which include or should include Seller, including, but not limited to, those relating to Taxes of any nature to which Seller or any of its business is subject ("“Governmental Returns"”), have been filed for all periods ending on or before the date hereof Disclosure Effective Date (except for any returns not yet due), and all Taxes shown to be due and payable on such Governmental Returns or on any assessments related to such Governmental Returns have been paid. All such Governmental Returns and reports and the information and data contained therein have been properly are true and accurately compiled correct and completed, fairly present the information purported to be shown therein, and reflect complete in all Tax liabilities of Seller for the periods covered by such Governmental Returnsmaterial respects. Except as specifically disclosed in this Agreement or the Schedules hereto, Seller has no unpaid liability for any Taxes of any nature whatsoever for any period prior to the date hereofDisclosure Effective Date. The None of the Governmental Returns of Seller or that include Seller have not been audited, and none are not now under audit, by any Governmental Authority. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any Taxes of any nature against Seller or with respect toto any Governmental Return filed by Seller or that include Seller, or any suits or other actions, proceedings, investigations or claims now pending or threatened against Seller with respect to any Taxes or any matters under discussion with any Governmental Authority relating to any Taxes, or any claims for additional Taxes asserted by any Governmental Authority.