Common use of Taxes and Related Tax Matters Clause in Contracts

Taxes and Related Tax Matters. (i) Other than Taxes and Tax Sharing Agreement Amounts (as each term is hereinafter defined) that individually and in the aggregate are not material all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, (hereinafter "Taxes" or, individually, a "Tax") required to be paid on or before the date hereof by or with respect to the Company and its Subsidiaries (or any of them), including amounts, other than amounts being contested in good faith, required to be paid on or before the date hereof with respect to Taxes as a result of any tax sharing agreement or similar arrangement ("Tax Sharing Agreement Amounts") of the Company and its Subsidiaries (or any of them), have been timely paid, except with respect to Taxes and Tax Sharing Agreement Amounts for which the failure to pay would not have a Material Adverse Effect with respect to the Company. (ii) All material returns and reports required to be filed by or with respect to the Company and its Subsidiaries (or any of them) with respect to Taxes (hereinafter "Tax Returns" or, individually, a "Tax Return") on or before the date hereof have been timely filed. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of the Company or any of its Subsidiaries or payment of any Tax of the Company or any of its Subsidiaries, required to be filed or paid on or before the date hereof. (iii) With respect to all Tax Returns filed by or with respect to the Company and any of its Subsidiaries, (A) Section 3.1(j) of the Company Disclosure Schedule sets forth the periods for which the statute of limitations for the assessment of federal Taxes have expired; (B) except as set forth in Section 3.1(j) of the Company Disclosure Schedule, no audit is in progress and no extension of time has been executed with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax; and (C) except as set forth in Section 3.1(j) of the Company Disclosure Schedule, there is no material unassessed deficiency proposed or threatened against the Company or any of its Subsidiaries. (iv) Except as set forth in Section 3.1(j) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has been or is a party to any tax sharing agreement or similar arrangement. (v) Section 3.1(j) of the Company Disclosure Schedule identifies (i) the common parent of each group of affiliated corporations that filed a consolidated federal income tax return, and the period to which such returns related, that included the Company or any of its Significant Subsidiaries since 1992, and (ii) all material Tax liabilities, of which the Company has knowledge, that have been asserted by the Internal Revenue Service (the "IRS") with respect to any such return and all claims with respect to Taxes in a material amount that have been asserted against the Company under any tax sharing agreement to which it is a party.

Taxes and Related Tax Matters. (i) Other than Taxes and Tax Sharing Agreement Amounts (as each term is hereinafter defined) that individually and or in the aggregate are not material (A) except as set forth in Section 3.1(j) of the VCAM Disclosure Schedule, all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, thereto (hereinafter "Taxes" or, individually, a "Tax") required to be paid on or before the date hereof by or with respect to the Company VCAM and its Subsidiaries (or any of them), including amounts, other than amounts being contested in good faith, required to be paid on or before the date hereof with respect to Taxes as a result of any tax sharing agreement or similar arrangement ("Tax Sharing Agreement Amounts") of the Company VCAM and its Subsidiaries (or any of them), have been timely paid, except with respect to and (B) any Taxes and or Tax Sharing Agreement Amounts for which the failure required to pay would not have a Material Adverse Effect be paid by or with respect to VCAM and its Subsidiaries (or any of them) after the Companydate hereof and on or before the Effective Time shall be timely paid. (ii) All material Except as provided in Section 3.1(j) of the VCAM Disclosure Schedule, all returns and reports required to be filed by or with respect to the Company VCAM and its Subsidiaries (or any of them) with respect to Taxes (hereinafter herein- after "Tax Returns" or, individually, a "Tax Return") on or before the date hereof have been timely filed. All Tax Returns required to be filed by or with respect to VCAM and its Subsidiaries (or any of them) after the date hereof and on or before the Effective Time shall be prepared and timely filed, in a manner consistent with prior years and applicable laws and regulations. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of the Company VCAM or any of its Subsidiaries or payment of any Tax of the Company VCAM or any of its Subsidiaries, required to be filed or paid on or before the date hereofEffective Time. (iii) With respect to all Tax Returns filed by or with respect to the Company VCAM and any of its Subsidiaries, (A) except as set forth in Section 3.1(j) of the Company VCAM Disclosure Schedule sets forth the periods for which Schedule, the statute of limitations for the assessment of federal Taxes have expiredcorporate income taxes has expired for all years prior to 1994; (B) except as set forth in Section 3.1(j) of the Company VCAM Disclosure Schedule, no audit is in progress and no extension of time has been executed with respect to any date on which any material Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Taxfiled; and (C) except as set forth in Section 3.1(j) of the Company VCAM Disclosure Schedule, no waiver or agreement has been executed for the exten sion of time for the assessment or payment of any material Tax; and (D) except as set forth in Section 3.1(j), there is no material unassessed deficiency proposed or threatened in writing against the Company VCAM or any of its Subsidiaries. (iv) Except as set forth in Section 3.1(j) of the Company VCAM Disclosure Schedule, neither the Company VCAM nor any of its Subsidiaries has been or is a party to any tax sharing agreement or similar arrangement. (v) Section 3.1(j) of the Company VCAM Disclosure Schedule identifies (i) the with respect to Subsidiaries of VCAM acquired after December 31, 1993 from a common parent of each an affiliated group of affiliated corporations that filed a consolidated federal income tax return, the common parent of such group, and the period to which such returns related, that included the Company VCAM or any of its Significant Subsidiaries since 1992December 31, and 1993, (ii) all material Tax liabilities, of which the Company VCAM has knowledge, that have been asserted by the Internal Revenue Service (the "IRS") in writing with respect to any such return and all claims with respect to Taxes in a material amount that have been asserted against the Company VCAM under any tax sharing agreement to which it is a party.

Taxes and Related Tax Matters. (i) Other than Taxes and Tax Sharing Agreement Amounts (as each term is hereinafter defined) that that, individually and in the aggregate aggregate, are not material (A) all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, (hereinafter "Taxes" or, individually, a "Tax") Taxes required to be paid on or before the date hereof by or with respect to the Company and its Subsidiaries (or any of them), including amounts, other than amounts being contested in good faith, required to be paid on or before the date hereof with respect to Taxes as a result of any tax sharing agreement or similar arrangement ("Tax Sharing Agreement Amounts") of the Company and its Subsidiaries (or any of them), ISN have been timely paid, except with respect and (B) any Taxes required to Taxes be paid by ISN after the date hereof and Tax Sharing Agreement Amounts for which on or before the failure to pay would not have a Material Adverse Effect with respect to the CompanyEffective Time shall be timely paid. (ii) All material returns and reports Tax Returns required to be filed by or with respect to the Company and its Subsidiaries (or any of them) ISN with respect to Taxes (hereinafter "Tax Returns" or, individually, a "Tax Return") on or before the date hereof have been timely filed. All material Tax Returns required to be filed by or with respect to ISN after the date hereof and on or before the Effective Time shall be prepared and timely filed, in a manner consistent with prior years and applicable laws and regulations. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of the Company or any of its Subsidiaries ISN or payment of any Tax of the Company required to be paid by ISN or any of its Subsidiaries, required to be filed or paid on or before the date hereofEffective Time. (iii) With respect to all Tax Returns filed by or with respect to ISN, except as set forth in Section 3.2(j) of the Company and any of its SubsidiariesParent Disclosure Schedule, (A) Section 3.1(j) of the Company Disclosure Schedule sets forth the periods for which the statute of limitations for the assessment of federal Taxes have expiredhas expired with respect to all periods ending on or before August 31, 1995; (B) except as set forth in Section 3.1(j) of the Company Disclosure Schedule, no audit is in progress and no extension of time has been executed with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax; and (C) except as set forth in Section 3.1(j) of the Company Disclosure Schedule, there is no material unassessed deficiency proposed or threatened against the Company or any of its SubsidiariesISN. (iv) Neither Parent, ISN, nor any of their Affiliates has taken, or agreed to take, any action that would prevent the Contribution and Merger from qualifying as tax-free events under Section 351 or Section 368 of the Code. (v) Except as set forth in Section 3.1(j3.2(j) of the Company Parent Disclosure Schedule, neither the Company Parent nor any of its Subsidiaries ISN is or has been or is a party to any tax sharing agreement or similar arrangement. (vvi) Except as set forth in Section 3.1(j3.2(j) of the Company Parent Disclosure Schedule identifies (i) the common parent Schedule, neither Parent nor ISN has been a part of each a group of affiliated corporations that has filed a consolidated federal income tax return, and the period to which such returns related, that included the Company or any of its Significant Subsidiaries since 1992, and (ii) all material Tax liabilities, of which the Company has knowledge, that have been asserted by the Internal Revenue Service (the "IRS") with respect to any such return and all claims with respect to Taxes in a material amount that have been asserted against the Company under any tax sharing agreement to which it is a party.

Taxes and Related Tax Matters. (i) Other than Taxes and Tax Sharing Agreement Amounts (as each term is hereinafter defined) that individually and in the aggregate are not material (A) all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, thereto and expenses associated with contesting any proposed adjustment related to any of the foregoing (hereinafter "Taxes" or, individually, a "Tax") required to be paid on or before the date hereof by or with respect to the Company and its Subsidiaries (or any of them)) have been timely paid, including amounts, other than amounts being contested in good faith, and (B) any Taxes required to be paid on by or before the date hereof with respect to Taxes as a result of any tax sharing agreement or similar arrangement ("Tax Sharing Agreement Amounts") of the Company and its Subsidiaries (or any of them), have been ) after the date hereof and on or before the Effective Time shall be timely paid, except with respect to Taxes and Tax Sharing Agreement Amounts for which the failure to pay would not have a Material Adverse Effect with respect to the Company. (ii) All material returns and reports required to be filed (hereinafter "Tax Returns" or, individually, a "Tax Return") by or with respect to the Company and its Subsidiaries (or any of them) with respect to Taxes on or before the date hereof have been timely filed. All material Tax Returns required to be filed by or with respect to the Company and its Subsidiaries (or any of them) with respect to Taxes (hereinafter "Tax Returns" or, individually, a "Tax Return") after the date hereof and on or before the date hereof have been Effective Time shall be prepared and timely filed, in a manner consistent with prior years and applicable laws and regulations. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of the Company or any of its Subsidiaries or payment of any Tax of the Company or any of its Subsidiaries, required to be filed or paid on or before the date hereofEffective Time. (iii) With respect to all Tax Returns filed by or with respect to the Company and any of its Subsidiaries, (A) Section 3.1(j) of the Company Disclosure Schedule sets forth the periods for which the statute of limitations for the assessment of federal Taxes have expired; (B) except as set forth in Section 3.1(j) of the Company Disclosure Schedule, (A) the statute of limitations for the assessment of Taxes has expired with respect to all periods ending on or before August 31, 1995; (B) no audit is in progress and no extension of time has been executed with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax; and (C) except as set forth in Section 3.1(j) of the Company Disclosure Schedule, there is no material unassessed deficiency proposed or threatened against the Company or any of its Subsidiaries. (iv) Neither the Company, nor any of its Subsidiaries or Affiliates (or any of them) has taken, or agreed to take any action, that would prevent the Contribution and Merger from qualifying as tax-free events under Section 351 or Section 368 of the Code. (v) Except as set forth in Section 3.1(j) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has been or is a party to any tax sharing agreement or similar arrangement. (vvi) Except as set forth in Section 3.1(j) of the Company Disclosure Schedule identifies (i) Schedule, neither the common parent Company nor any of each its Subsidiaries has been part of a group of affiliated corporations that has filed a consolidated federal income tax return, and the period to which such returns related, that included the Company or any of its Significant Subsidiaries since 1992, and (ii) all material Tax liabilities, of which the Company has knowledge, that have been asserted by the Internal Revenue Service (the "IRS") with respect to any such return and all claims with respect to Taxes in a material amount that have been asserted against the Company under any tax sharing agreement to which it is a party.

Taxes and Related Tax Matters. (i) Other than Taxes and Tax Sharing Agreement Amounts (as each term is hereinafter defined) that individually and or in the aggregate are not material (A) except as set forth in Section 3.1(j) of the VCAM Disclosure Schedule, all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, thereto (hereinafter "TaxesTAXES" or, individually, a "TaxTAX") required to be paid on or before the date hereof by or with respect to the Company VCAM and its Subsidiaries (or any of them), including amounts, other than amounts being contested in good faith, required to be paid on or before the date hereof with respect to Taxes as a result of any tax sharing agreement or similar arrangement ("Tax Sharing Agreement AmountsTAX SHARING AGREEMENT AMOUNTS") of the Company VCAM and its Subsidiaries (or any of them), have been timely paid, except with respect to and (B) any Taxes and or Tax Sharing Agreement Amounts for which the failure required to pay would not have a Material Adverse Effect be paid by or with respect to VCAM and its Subsidiaries (or any of them) after the Companydate hereof and on or before the Effective Time shall be timely paid. (ii) All material Except as provided in Section 3.1(j) of the VCAM Disclosure Schedule, all returns and reports required to be filed by or with respect to the Company VCAM and its Subsidiaries (or any of them) with respect to Taxes (hereinafter "Tax ReturnsTAX RETURNS" or, individually, a "Tax ReturnTAX RETURN") on or before the date hereof have been timely filed. All Tax Returns required to be filed by or with respect to VCAM and its Subsidiaries (or any of them) after the date hereof and on or before the Effective Time shall be prepared and timely filed, in a manner consistent with prior years and applicable laws and regulations. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of the Company VCAM or any of its Subsidiaries or payment of any Tax of the Company VCAM or any of its Subsidiaries, required to be filed or paid on or before the date hereofEffective Time. (iii) With respect to all Tax Returns filed by or with respect to the Company VCAM and any of its Subsidiaries, (A) except as set forth in Section 3.1(j) of the Company VCAM Disclosure Schedule sets forth the periods for which Schedule, the statute of limitations for the assessment of federal Taxes have expiredcorporate income taxes has expired for all years prior to 1994; (B) except as set forth in Section 3.1(j) of the Company VCAM Disclosure Schedule, no audit is in progress and no extension of time has been executed with respect to any date on which any material Tax Return was or is to be filed and filed; (C) except as set forth in Section 3.1(j) of the VCAM Disclosure Schedule, no waiver or agreement has been executed for the extension of time for the assessment or payment of any material Tax; and (CD) except as set forth in Section 3.1(j) of the Company Disclosure Schedule), there is no material unassessed deficiency proposed or threatened in writing against the Company VCAM or any of its Subsidiaries. (iv) Except as set forth in Section 3.1(j) of the Company VCAM Disclosure Schedule, neither the Company VCAM nor any of its Subsidiaries has been or is a party to any tax sharing agreement or similar arrangement. (v) Section 3.1(j) of the Company VCAM Disclosure Schedule identifies (i) the with respect to Subsidiaries of VCAM acquired after December 31, 1993 from a common parent of each an affiliated group of affiliated corporations that filed a consolidated federal income tax return, the common parent of such group, and the period to which such returns related, that included the Company VCAM or any of its Significant Subsidiaries since 1992December 31, and 1993, (ii) all material Tax liabilities, of which the Company VCAM has knowledge, that have been asserted by the Internal Revenue Service (the "IRS") in writing with respect to any such return and all claims with respect to Taxes in a material amount that have been asserted against the Company VCAM under any tax sharing agreement to which it is a party.

Taxes and Related Tax Matters. (i) Other than Taxes and Tax Sharing Agreement Amounts (as each term is hereinafter defined) that individually and in the aggregate are not material all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, (hereinafter "Taxes" or, individually, a "Tax") required to be paid on or before the date hereof by or with respect to the Company Alliance and its Subsidiaries (or any of them), including amounts, other than amounts being contested in good faith, required to be paid on or before the date hereof with respect to Taxes as a result of any tax sharing agreement or similar arrangement ("Tax Sharing Agreement Amounts") of the Company Alliance and its Subsidiaries (or any of them), have been timely paid, except with respect to Taxes and Tax Sharing Agreement Amounts for which the failure to pay would not have a Material Adverse Effect with respect to the CompanyAlliance. (ii) All material returns and reports required to be filed by or with respect to the Company Alliance and its Subsidiaries (or any of them) with respect to Taxes (hereinafter "Tax Returns" or, individually, a "Tax Return") on or before the date hereof have been timely filed. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of the Company Alliance or any of its Subsidiaries or payment of any Tax of the Company Alliance or any of its Subsidiaries, required to be filed or paid on or before the date hereof. (iii) With respect to all Tax Returns filed by or with respect to the Company Alliance and any of its Subsidiaries, (A) Section 3.1(j) of the Company Alliance Disclosure Schedule sets forth the periods for which the statute of limitations for the assessment of federal Taxes have expired; (B) except as set forth in Section 3.1(j) of the Company Alliance Disclosure Schedule, no audit is in progress and no extension of time has been executed with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax; and (C) except as set forth in Section 3.1(j) of the Company Disclosure Schedule), there is no material unassessed deficiency proposed or threatened against the Company Alliance or any of its Subsidiaries. (iv) Except as set forth in Section 3.1(j) of the Company Alliance Disclosure Schedule, neither the Company Alliance nor any of its Subsidiaries has been or is a party to any tax sharing agreement or similar arrangement. (v) Section 3.1(j) of the Company Alliance Disclosure Schedule identifies (i) the common parent of each group of affiliated corporations that filed a consolidated federal income tax return, and the period to which such returns related, that included the Company Alliance or any of its Significant Subsidiaries since 19921989, and (ii) all material Tax liabilities, of which the Company Alliance has knowledge, that have been asserted by the Internal Revenue Service (the "IRS") with respect to any such return and all claims with respect to Taxes in a material amount that have been asserted against the Company Alliance under any tax sharing agreement to which it is a party.