Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. (a) The Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.14(d) below) required to be filed by it and its subsidiaries taking into account applicable extensions, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. As of the date hereof, there are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). There are no liens for Taxes on the assets of the Company or any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) As of the date hereof, neither the Company nor any of its subsidiaries is being audited by any foreign, federal or state taxing authority or, to the knowledge of the Company, has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (d) For purposes of this Agreement, the term "TAX" or "TAXES" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) The Except as set forth in Section 2.18(a) of the Disclosure Schedule, each of the Company and its subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.14(d) below) required to be filed by it and its subsidiaries taking into account applicable extensionsit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. As of the date hereof, there There are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that would not reasonably are immaterial in amount). Neither the Company nor any of its subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or any subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be expected to have, individually or in the aggregate, a Company Material Adverse Effect)due on any return. There are no liens for material amounts of Taxes on the assets of the Company or nor any of its subsidiaries, subsidiaries except for statutory liens for current Taxes not yet due and payable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpayable. (b) The Company has not constituted either a "“distributing corporation" ” or a "“controlled corporation" ” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "“plan" ” or "“series of related transactions" ” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) As Except as set forth in Section 2.18(c) of the date hereofCompany Disclosure Schedule, neither the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (either alone or in combination with another event) will not result in any payment (whether of severance pay, unemployment compensation, golden parachute, bonus or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director of the Company. (d) The Company is not and has never been (i) a United States Real Property Holding Corporation within the meaning of Section 897(c)(2) of the Code or (ii) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (e) The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a Company Material Adverse Effect following the Closing. (f) Neither the Company nor any of its subsidiaries is currently being audited by any foreign, federal or state taxing authority or, to the knowledge of the Company, or has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (dg) For purposes of this Agreement, the term "TAX" “Tax” or "TAXES" “Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" “Tax Return” shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statementinformation) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of or estimated Tax.

Taxes and Returns. (a) The Except as set forth on Section 2.17 of the Company Disclosure Schedule, the Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.14(d2.17(g) below) required to be filed by it and its subsidiaries taking into account applicable extensionssubsidiaries, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been establishedestablished or are immaterial in amount. As of the date hereof, there There are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that would not reasonably are immaterial in amount). Neither the Company nor any of its subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or any subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be expected to have, individually or in the aggregate, a Company Material Adverse Effect)due on any return. There are no liens for material amounts of Taxes on the assets of the Company or nor any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpayable. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) As The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any foreign, federal or state taxing authority or, or to the knowledge of the Company, Company has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (df) For purposes of this Agreement, the term "TAXTax" or "TAXESTaxes" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURNTax Return" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) The Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.14(d) below) required to be filed by it and its subsidiaries taking into account applicable extensionsit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. As of the date hereof, there There are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has not been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that would are immaterial in amount). The Company does not reasonably have any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be expected to have, individually or in the aggregate, a Company Material Adverse Effect)due on any return. There are no liens for material amounts of Taxes on the assets of the Company or any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpayable. (b) The Company has not constituted either taken or agreed to take any action that would prevent the Merger from constituting a "distributing corporation" or a "controlled corporation" (within reorganization qualifying under the meaning provisions of Section 355(a)(1)(A368(a) of the Code. (c) Except as set forth in a distribution Section 2.18(c) of stock the Company Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (either alone or in combination with another event) will not result in any payment (whether of severance pay, unemployment compensation, golden parachute, bonus or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any person employee or entity that director of the Company. (d) The Company is not and has not been a member of the consolidated any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (ce) As of The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that could reasonably be expected to have a Company Material Adverse Effect following the date hereof, neither the Closing. (f) The Company nor any of its subsidiaries is not currently being audited by any foreign, federal or state taxing authority or, to the knowledge of the Company, and has not been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (dg) For purposes of this Agreement, the term "TAX" or "TAXES" “Tax” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" “Tax Return” shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statementinformation) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of or estimated Tax.

Taxes and Returns. (a) The Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.14(d2.14(e) below) required to be filed by it and its subsidiaries Subsidiaries taking into account applicable extensions, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. As of the date hereof, there There are no written claims or assessments pending against the Company or any of its subsidiaries Subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries Subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). There are no liens for Taxes on the assets of the Company or any of its subsidiariesSubsidiaries, except for statutory liens for current Taxes not yet due and payable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company has not constituted either a "“distributing corporation" ” or a "“controlled corporation" ” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (ia) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "“plan" ” or "“series of related transactions" ” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) As of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is being audited by any foreign, federal or state taxing authority or, to the knowledge Knowledge of the Company, has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. All Company Tax Returns filed with a Government Authority are true, correct and complete in all material respects. (d) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Company), (ii) has any liability for the Taxes of any person (other than the Company, or any subsidiary of the Company) under Treasury regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), (iii) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement or (iv) has distributed the stock of another company in a transaction that was purported or intended to be governed by Section 355 or Section 361 of the Code, (e) For purposes of this Agreement, the term "TAX" “Tax” or "TAXES" “Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" “Tax Return” shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) The Company and each of its subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.14(d) below) required to be filed by it and its subsidiaries taking into account applicable extensionsit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials Financial Statements have been establishedestablished or which are being contested in good faith. As of the date hereof, there There are no written material claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has not been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials Financial Statements have been established or which are being contested in good faith and other than claims or assessments that would not reasonably be expected are immaterial in amount). Neither the Company nor any of the Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to have, individually or in the aggregate, a Company Material Adverse Effect)assess any material amount of Taxes. There are no outstanding requests by the Company or any of its subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any return. To the knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company or any of its subsidiaries, subsidiaries except for statutory liens for current Taxes not yet due and payable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpayable. (b) The To the Company's knowledge, none of the Company or any of the Company Subsidiaries has not constituted either taken or agreed to take any action that would prevent the Merger from constituting a "distributing corporation" or a "controlled corporation" (within reorganization qualifying under the meaning provisions of Section 355(a)(1)(A368(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) As There is not any employment, severance or termination agreement or other compensation arrangement or employee benefit plan (as defined in Section 3(3) of ERISA) currently in effect which provides for the payment of any amount (whether in cash or property or the vesting of property) as a result of any of the date hereoftransactions contemplated hereby to any employee, neither the officer or director of Company nor or any of its subsidiaries affiliates who is being audited by any foreign, federal or state taxing authority or, to the knowledge a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) that would be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Company, has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pendingCode). (d) For purposes of this Agreement, the term "TAX" or "TAXESTax" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) , or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, addition interest or penalty imposed thereonby any Governmental Authority. The term "TAX RETURNTax Return" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statementinformation) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of or estimated Tax.

Taxes and Returns. (a) The Except as set forth on Section 2.17 of the Company Disclosure Schedule, the Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.14(d2.17(g) below) required to be filed by it and its subsidiaries taking into account applicable extensionssubsidiaries, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been establishedestablished or are immaterial in amount. As of the date hereof, there There are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that would not reasonably are immaterial in amount). Neither the Company nor any of its subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or any subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be expected to have, individually or in the aggregate, a Company Material Adverse Effect)due on any return. There are no liens for material amounts of Taxes on the assets of the Company or nor any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpayable. (b) The Company has not constituted either a "“distributing corporation" ” or a "“controlled corporation" ” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "“plan" ” or "“series of related transactions" ” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) As The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a Company Material Adverse Effect following the Closing. (e) Except as set forth on Section 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any foreign, federal or state taxing authority or, or to the knowledge of the Company, Company has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (df) For purposes of this Agreement, the term "TAX" “Tax” or "TAXES" “Taxes” shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" “Tax Return” shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) The Company has timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns (as defined in Section 2.14(d) below) returns and reports required to be filed by it and its subsidiaries taking into account applicable extensionsor the Company Subsidiaries (collectively, "Tax Returns"), and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP. As of the date hereof, there There are no written claims claims, assessments, audits, examinations, investigations or assessments other proceedings pending against the Company or any of its subsidiaries for any alleged deficiency the Company Subsidiaries in respect of any Tax, and neither the Company nor any of its subsidiaries the Company Subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established in accordance with GAAP or which are being contested immaterial in good faith and other than claims amount). Neither the Company nor any of the Company Subsidiaries has any outstanding waivers or assessments that would not reasonably be expected extensions of any applicable statute of limitations to have, individually or in the aggregate, a Company Material Adverse Effect)assess any material amount of Taxes. There are no liens outstanding requests by the Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. There are no Encumbrances for material amounts of Taxes on the assets of the Company or any of its subsidiariesthe Company Subsidiaries, except for statutory liens for current Taxes not yet due and payable or that are being contested in good faith and liens that would not reasonably be expected to have, individually or for which adequate reserves in the aggregate, a Company Material Adverse EffectFinancials have been established in accordance with GAAP. (b) The Neither the Company nor any of the Company Subsidiaries has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for for, or intended to qualify for, tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) Neither the Company nor any of the Company Subsidiaries is or (i) has been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) Neither the Company nor any of the Company Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a Company Material Adverse Effect following the Closing. (e) As of the date hereof, neither the Company nor any of its subsidiaries the Company Subsidiaries is being audited by any foreign, federal or state taxing authority or, to the knowledge of the Company, or has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (df) Neither the Company nor any of the Company Subsidiaries participated in, or sold, distributed or otherwise promoted, any "reportable transaction," as defined in Treasury Regulation section 1.6011-4. (g) Neither the Company nor any of the Company Subsidiaries has taken any action that would reasonably be expected to give rise to (i) a "deferred intercompany transaction" within the meaning of Treasury Regulation section 1.1502-13 or an "excess loss account" within the meaning of Treasury Regulation section 1.1502-19, or (ii) the recognition of a deferred intercompany transaction. (h) Except as set forth in Section 2.17(h) of the Company Disclosure Schedule, since December 31, 2006, neither the Company nor any of the Company Subsidiaries have (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund, or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax liability or refund. (i) For purposes of this Agreement, the term "TAXTax" or "TAXESTaxes" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) The Company has timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns (as defined in Section 2.14(d) below) returns and reports required to be filed by it and its subsidiaries taking into account applicable extensionsor the Company Subsidiaries (collectively, "Tax Returns"), and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP. As of the date hereof, there There are no written claims claims, assessments, audits, examinations, investigations or assessments other proceedings pending against the Company or any of its subsidiaries for any alleged deficiency the Company Subsidiaries in respect of any Tax, and neither the Company nor any of its subsidiaries the Company Subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established in accordance with GAAP or which are being contested immaterial in good faith and other than claims amount). Neither the Company nor any of the Company Subsidiaries has any outstanding waivers or assessments that would not reasonably be expected extensions of any applicable statute of limitations to have, individually or in the aggregate, a Company Material Adverse Effect)assess any material amount of Taxes. There are no liens outstanding requests by the Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. There are no Encumbrances for material amounts of Taxes on the assets of the Company or any of its subsidiariesthe Company Subsidiaries, except for statutory liens for current Taxes not yet due and payable or that are being contested in good faith and liens that would not reasonably be expected to have, individually or for which adequate reserves in the aggregate, a Company Material Adverse EffectFinancials have been established in accordance with GAAP. (b) The Neither the Company nor any of the Company Subsidiaries has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for for, or intended to qualify for, tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) Neither the Company nor any of the Company Subsidiaries is or (i) has been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has ever been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. Table of Contents (d) Neither the Company nor any of the Company Subsidiaries has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a Company Material Adverse Effect following the Closing. (e) As of the date hereof, neither the Company nor any of its subsidiaries the Company Subsidiaries is being audited by any foreign, federal or state taxing authority or, to the knowledge of the Company, or has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (df) Neither the Company nor any of the Company Subsidiaries participated in, or sold, distributed or otherwise promoted, any "reportable transaction," as defined in Treasury Regulation section 1.6011-4. (g) Neither the Company nor any of the Company Subsidiaries has taken any action that would reasonably be expected to give rise to (i) a "deferred intercompany transaction" within the meaning of Treasury Regulation section 1.1502-13 or an "excess loss account" within the meaning of Treasury Regulation section 1.1502-19, or (ii) the recognition of a deferred intercompany transaction. (h) Except as set forth in Section 2.17(h) of the Company Disclosure Schedule, since December 31, 2006, neither the Company nor any of the Company Subsidiaries have (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund, or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax liability or refund. (i) For purposes of this Agreement, the term "TAXTax" or "TAXESTaxes" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, including any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) The Company has timely filed, or caused to be timely filed, all material (i) All Tax Returns (as defined in Section 2.14(d) below) required to be filed by it and its subsidiaries taking into account applicable extensionsor on behalf of the Company, each of the Company Subsidiaries, and has paideach affiliated, collected combined, 14 consolidated or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for unitary group of which adequate reserves in the Company Financials have been established. As of the date hereof, there are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency the Company Subsidiaries is or has been a member (a "COMPANY GROUP") have been timely filed in any Taxthe manner prescribed by law, and neither all such Tax Returns are true, complete and accurate except to the Company nor extent any of its subsidiaries has been notified in writing of any proposed Tax claims failures to file or assessments against the Company failures to be true, correct or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that accurate would not reasonably be expected to havenot, individually or in the aggregate, constitute a Company Material Adverse Effect). There ; (ii) all Taxes due and owing by the Company, any Company Subsidiary or any Company Group have been timely paid, or adequately reserved for in accordance with GAAP, except to the extent any failure to pay or reserve does not, individually or in the aggregate, constitute a Company Material Adverse Effect; (iii) there are no liens claims or assessments presently pending against the Company, any Company Subsidiary or any Company Group, for any alleged Tax deficiency, and the Company does not know of any threatened claims or assessments against the Company, any Company Subsidiary or any Company Group for any alleged Tax deficiency, which in either case if upheld would, individually or in the aggregate, constitute a Company Material Adverse Effect; (iv) to the knowledge of the Company, no issues have been raised in any audit or tax examination of the Company, any of the Company Subsidiaries or any Company Group which, if determined adversely, would, individually or in the aggregate, constitute a Company Material Adverse Effect; (v) there are no Liens for Taxes on the assets any asset of the Company or any of its subsidiariesCompany Subsidiary, except for statutory liens Liens for current Taxes not yet due and payable and liens Liens for Taxes that would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and (vi) the Company and each of the Company Subsidiaries has complied in all respects with all rules and regulations relating to the withholding of Taxes (including, without limitation, employee-related Taxes), except for failures to comply that would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) As of the date hereof, neither the Company nor any of its subsidiaries is being audited by any foreign, federal or state taxing authority or, to the knowledge of the Company, has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (d) For purposes of this Agreement, the term "TAX" or "TAXES" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (a) The Except as set forth on SECTION 2.17 of the Company Disclosure Schedule, the Company has timely filed, or caused to be timely filed, all material Tax Returns (as defined in Section 2.14(d2.17(g) below) required to be filed by it and its subsidiaries taking into account applicable extensionssubsidiaries, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d2.17(g) below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been establishedestablished or are immaterial in amount. As of the date hereof, there There are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency in any Tax, and neither the Company nor any of its subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that would not reasonably are immaterial in amount). Neither the Company nor any of its subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or any subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be expected to have, individually or in the aggregate, a Company Material Adverse Effect)due on any return. There are no liens for material amounts of Taxes on the assets of the Company or nor any of its subsidiaries, except for statutory liens for current Taxes not yet due and payable and liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpayable. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code (i) within the two-year period ending on the date hereof or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) As The Company is not and (i) has not been at any time within the five-year period ending on the date hereof a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) has never been a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation. (d) The Company has not made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a Company Material Adverse Effect following the Closing. (e) Except as set forth on SECTION 2.17 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is being audited by any foreign, federal or state taxing authority or, or to the knowledge of the Company, Company has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (df) For purposes of this Agreement, the term "TAX" or "TAXES" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.

Taxes and Returns. (ai) The Company has timely filed, or caused to be timely filed, all material All Tax Returns (as defined in Section 2.14(d) below) required to be filed by it and its subsidiaries taking into account applicable extensionsor on behalf of the Company, each of the Company Subsidiaries, and has paideach affiliated, collected combined, consolidated or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for unitary group of which adequate reserves in the Company Financials have been established. As of the date hereof, there are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency the Company Subsidiaries is or has been a member (a "Company Group") have been timely filed in any Taxthe manner prescribed by law, and neither all such Tax Returns are true, complete and accurate except to the Company nor extent any of its subsidiaries has been notified in writing of any proposed Tax claims failures to file or assessments against the Company failures to be true, correct or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that accurate would not reasonably be expected to havenot, individually or in the aggregate, constitute a Company Material Adverse Effect). There ; (ii) all Taxes due and owing by the Company, any Company Subsidiary or any Company Group have been timely paid, or adequately reserved for in accordance with GAAP, except to the extent any failure to pay or reserve does not, individually or in the aggregate, constitute a Company Material Adverse Effect; (iii) there are no liens claims or assessments presently pending against the Company, any Company Subsidiary or any Company Group, for any alleged Tax deficiency, and the Company does not know of any threatened claims or assessments against the Company, any Company Subsidiary or any Company Group for any alleged Tax deficiency, which in either case if upheld would, individually or in the aggregate, constitute a Company Material Adverse Effect; (iv) to the knowledge of the Company, no issues have been raised in any audit or tax examination of the Company, any of the Company Subsidiaries or any Company Group which, if determined adversely, would, individually or in the aggregate, constitute a Company Material Adverse Effect; (v) there are no Liens for Taxes on the assets any asset of the Company or any of its subsidiariesCompany Subsidiary, except for statutory liens Liens for current Taxes not yet due and payable and liens Liens for Taxes that would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and (vi) the Company and each of the Company Subsidiaries has complied in all respects with all rules and regulations relating to the withholding of Taxes (including, without limitation, employee-related Taxes), except for failures to comply that would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (b) The Company has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(AExcept as set forth on Schedule 3.16(c) of the Code) in a distribution of stock (to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment under Section 355 of the Code Disclosure Schedule, (i) within to the two-year period ending on Company's knowledge, no taxing authority in any jurisdiction where the date hereof Company or any Company Subsidiary does not file Tax Returns has made a claim, assertion or threat that the Company or Company Subsidiary is or may be subject to Tax in such jurisdiction and (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (c) As of the date hereof, neither the Company nor any of its subsidiaries is being audited by any foreign, federal or state taxing authority or, to the knowledge of the Company, Company Subsidiary has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (d) For purposes of this Agreement, the term "TAX" or "TAXES" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including, but not limited to, any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax.agreed

Taxes and Returns. (ai) The Company has timely filed, or caused to be timely filed, all material All Tax Returns (as defined in Section 2.14(d) below) required to be filed by it and its subsidiaries taking into account applicable extensionsor on behalf of the Company, each of the Company Subsidiaries, and has paideach affiliated, collected combined, consolidated or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for unitary group of which adequate reserves in the Company Financials have been established. As of the date hereof, there are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency the Company Subsidiaries is or has been a member (a "Company Group") have been timely filed in any Taxthe manner prescribed by law, and neither all such Tax Returns are true, complete and accurate except to the Company nor extent any of its subsidiaries has been notified in writing of any proposed Tax claims failures to file or assessments against the Company failures to be true, correct or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that would not reasonably be expected to haveaccurate will not, individually or in the aggregate, have a Company Material Adverse Effect). There ; (ii) all Taxes (as defined below) due and owing by the Company, any Company Subsidiary or any Company Group (whether or not shown on a Tax Return) have been timely paid, or adequately reserved for in accordance with GAAP, except to the extent any failure to pay or reserve will not, individually or in the aggregate, have a Company Material Adverse Effect; (iii) there are no liens claims or assessments presently pending against the Company, any Company Subsidiary or any Company Group, for any alleged Tax deficiency, and the Company has no knowledge of any threatened claims or assessments against the Company, any Company Subsidiary or any Company Group for any alleged Tax deficiency, which in either case if upheld will, individually or in the aggregate, have a Company Material Adverse Effect; (iv) to the knowledge of the Company, no issues have been raised in any audit or tax examination of the Company, any of the Company Subsidiaries or any Company Group which, if determined adversely, will, individually or in the aggregate, have a Company Material Adverse Effect; (v) there are no Liens for Taxes on the assets any asset of the Company or any of its subsidiariesCompany Subsidiary, except for statutory liens Liens for current Taxes not yet due and payable and liens Liens for Taxes that would not reasonably be expected to havewill not, individually or in the aggregate, have a Company Material Adverse Effect; and (vi) the Company and each of the Company Subsidiaries has complied in all respects with all rules and regulations relating to the withholding of Taxes (including, without limitation, employee-related Taxes), except for failures to comply that will not, individually or in the aggregate, have a Company Material Adverse Effect. (bi) The to the Company's knowledge, no taxing authority in any jurisdiction where the Company or any Company Subsidiary does not file Tax Returns has not constituted either made a "distributing corporation" claim, assertion or a "controlled corporation" threat that the Company or any Company Subsidiary is or may be subject to Tax in such jurisdiction and (within ii) neither the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (Company nor any Company Subsidiary has agreed to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment adjustment under Section 355 481(a) of the Code (i) within or analogous provisions of state, local or foreign law), as a result of a change of accounting method or otherwise, or has disposed of any assets under the two-year period ending on installment method pursuant to Section 453 of the date hereof or Code, in each case under this clause (ii) in a distribution which could otherwise constitute part would require the inclusion of a "plan" or "series of related transactions" (within material amount in income after the meaning of Section 355(e) of the Code) in conjunction with the MergerEffective Date. (c) As The statutes of limitations for the federal income Tax Returns of the date hereof, neither Company and the Company nor any of its subsidiaries is being audited by any foreign, federal or state taxing authority or, to the knowledge of the Company, has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (d) For purposes of this Agreement, the term "TAX" or "TAXES" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority Subsidiaries (including, but not limited towithout limitation, any federalCompany Group) have expired or otherwise have been closed for all taxable periods ending on or before December 31, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax1996.

Taxes and Returns. (ai) The Company has timely filed, or caused to be timely filed, all material All Tax Returns (as defined in Section 2.14(d) ----------------- below) required to be filed by it and its subsidiaries taking into account applicable extensionsor on behalf of the Company, each of the Company Subsidiaries, and has paideach affiliated, collected combined, consolidated or withheld, or caused to be paid, collected or withheld, all material Taxes (as defined in Section 2.14(d) below) required to be paid, collected or withheld, other than such Taxes for unitary group of which adequate reserves in the Company Financials have been established. As of the date hereof, there are no written claims or assessments pending against the Company or any of its subsidiaries for any alleged deficiency the Company Subsidiaries is or has been a member (a "Company Group") have been timely filed in any Taxthe manner prescribed by law, and neither all ------------- such Tax Returns are true, complete and accurate except to the Company nor extent any of its subsidiaries has been notified in writing of any proposed Tax claims failures to file or assessments against the Company failures to be true, correct or any of its subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or which are being contested in good faith and other than claims or assessments that would not reasonably be expected to haveaccurate will not, individually or in the aggregate, have a Company Material Adverse Effect). There ; (ii) all Taxes (as defined below) due and owing by the Company, any Company Subsidiary or any Company Group (whether or not shown on a Tax Return) have been timely paid, or adequately reserved for in accordance with GAAP, except to the extent any failure to pay or reserve will not, individually or in the aggregate, have a Company Material Adverse Effect; (iii) there are no liens claims or assessments presently pending against the Company, any Company Subsidiary or any Company Group, for any alleged Tax deficiency, and the Company has no knowledge of any threatened claims or assessments against the Company, any Company Subsidiary or any Company Group for any alleged Tax deficiency, which in either case if upheld will, individually or in the aggregate, have a Company Material Adverse Effect; (iv) to the knowledge of the Company, no issues have been raised in any audit or tax examination of the Company, any of the Company Subsidiaries or any Company Group which, if determined adversely, will, individually or in the aggregate, have a Company Material Adverse Effect; (v) there are no Liens for Taxes on the assets any asset of the Company or any of its subsidiariesCompany Subsidiary, except for statutory liens Liens for current Taxes not yet due and payable and liens Liens for Taxes that would not reasonably be expected to havewill not, individually or in the aggregate, have a Company Material Adverse Effect; and (vi) the Company and each of the Company Subsidiaries has complied in all respects with all rules and regulations relating to the withholding of Taxes (including, without limitation, employee-related Taxes), except for failures to comply that will not, individually or in the aggregate, have a Company Material Adverse Effect. (bi) The to the Company's knowledge, no taxing authority in any jurisdiction where the Company or any Company Subsidiary does not file Tax Returns has not constituted either made a "distributing corporation" claim, assertion or a "controlled corporation" threat that the Company or any Company Subsidiary is or may be subject to Tax in such jurisdiction and (within ii) neither the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock (Company nor any Company Subsidiary has agreed to any person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for tax-free treatment adjustment under Section 355 481(a) of the Code (i) within or analogous provisions of state, local or foreign law), as a result of a change of accounting method or otherwise, or has disposed of any assets under the two-year period ending on installment method pursuant to Section 453 of the date hereof or Code, in each case under this clause (ii) in a distribution which could otherwise constitute part would require the inclusion of a "plan" or "series of related transactions" (within material amount in income after the meaning of Section 355(e) of the Code) in conjunction with the MergerEffective Date. (c) As The statutes of limitations for the federal income Tax Returns of the date hereof, neither Company and the Company nor any of its subsidiaries is being audited by any foreign, federal or state taxing authority or, to the knowledge of the Company, has been notified by any foreign, federal or state tax authority that any such audit is contemplated or pending. (d) For purposes of this Agreement, the term "TAX" or "TAXES" shall mean any tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority Subsidiaries (including, but not limited towithout limitation, any federalCompany Group) have expired or otherwise have been closed for all taxable periods ending on or before December 31, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon. The term "TAX RETURN" shall mean a report, return or other information statement (including any attached schedules or any amendments to such report, return or other information statement) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return or declaration of estimated Tax1996.