Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. (a) The Company and each of the Company Subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as hereinafter defined) required to be filed by it, and all such tax returns are true, complete and correct in all material respects, and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faith. Except as set forth in Section 2.16 of the Company Disclosure Letter, there are no material claims or assessments pending against the Company or any of the Company Subsidiaries for any alleged deficiency in any Tax, and the Company has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (other than in each case, claims or assessments for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company nor any of the Company Subsidiaries has executed any waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there are no outstanding requests by the Company or any of the Company 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 Tax Return. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.

Taxes and Returns. (a) The Company Purchaser and each of the Company Purchaser Subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as hereinafter defined) required to be filed by it, and all such tax returns are true, complete and correct in all material respects, and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Purchaser Financial Statements have been established or which are being contested in good faith. Except as set forth in Section 2.16 of the Company Disclosure Letter, there There are no material claims or assessments pending against the Company Purchaser or any of the Company Subsidiaries its subsidiaries for any alleged deficiency in any Tax, and the Company Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Company Purchaser or any of the Company Subsidiaries its subsidiaries (other than than, in each case, claims or assessments for which adequate reserves in the Company Purchaser Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither the Company Neither Purchaser nor any of the Company Subsidiaries its subsidiaries has executed any waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there . There are no outstanding requests by the Company Purchaser or any of the Company Subsidiaries for its subsidiaries or 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 Tax Return. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994return. To the best knowledge of the CompanyPurchaser, there are no liens for material amounts of Taxes on the assets of the Company Purchaser or any of the Company Subsidiaries its subsidiaries except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.

Taxes and Returns. (a) The Company and each of the Company Subsidiaries has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns (as hereinafter defined) returns and reports required to be filed by itit (taking into account all available extensions) (collectively, and all “Tax Returns”), which such tax returns Tax Returns are true, accurate, correct and complete and correct in all material respects, and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defined) taxes required to be paid, collected or withheld, other than such Taxes that it is contesting in good faith or for which adequate reserves in the Company Financial Statements Financials have been established or which are being contested in good faithaccordance with GAAP. Except as set forth in Section 2.16 2.17 of the Company Disclosure LetterSchedule sets forth each jurisdiction where the Company files or is required to file a Tax Return, there except where the failure to file would not reasonably be expected to have a Material Adverse Effect. There are no material claims claims, assessments, audits, examinations, investigations or assessments other proceedings pending against the Company or any in respect of the Company Subsidiaries for any alleged deficiency in any Tax, and the Company has not been notified in writing of any proposed Tax claims claims, assessments or assessments audits against the Company or any of the Company Subsidiaries (other than than, in each case, claims or assessments for which adequate reserves in the Company Financial Statements Financials have been established or which are being contested in good faith accordance with GAAP or are immaterial in amount). Except as would not reasonably be expected There are no material Encumbrances with respect to have a Material Adverse Effectany Taxes upon any of the Company’s assets, other than: (i) neither Taxes, the payment of which are not yet due, (ii) Taxes or charges being contested in good faith by appropriate proceedings, or (iii) Taxes for which adequate reserves in the Company nor Financials have been established in accordance with GAAP. The Company does not have any of the Company Subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there . There are no outstanding requests by the Company or any of the Company 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 Tax Return. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.

Taxes and Returns. (a) The Company and each of the Company Subsidiaries has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns (as hereinafter defined) returns and reports required to be filed by itit or the Company Subsidiaries (taking into account all available extensions) (collectively, and all “Tax Returns”), which such tax returns Tax Returns are true, complete accurate, correct and correct in all material respectscomplete, and has timely paid, collected or withheld, or caused to be paid, collected or withheldwithheld set forth on such Tax Returns, all material amounts of Taxes (as hereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financial Statements Financials have been established or which are being contested in good faithaccordance with GAAP. Except as set forth in Section 2.16 2.17 of the Company Disclosure Letter, there Schedule sets forth each jurisdiction where the Company and each Company Subsidiary files or is required to file a Tax Return. There are no material claims claims, assessments, audits, examinations, investigations or assessments other proceedings pending against the Company or any of the Company Subsidiaries for any alleged deficiency in respect of any Tax, and neither the Company nor any of the Company Subsidiaries has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (other than than, in each case, claims or assessments for which adequate reserves in the Company Financial Statements Financials have been established or which are being contested in good faith accordance with GAAP or are immaterial in amount). Except as would not reasonably be expected There are no material liens with respect to have a Material Adverse Effect: any Taxes upon any of the Company’s or its Subsidaries’ assets, other than (i) neither Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings and for which adequate reserves in the Company Financials have been established in accordance with GAAP. Neither the Company nor any of the Company Subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there . There are no outstanding requests by the Company or any of the Company 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 Tax Return. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there There are no liens Encumbrances for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries Subsidiaries, except for statutory liens for current Taxes not yet due and payable. There payable or Taxes that are no outstanding powers of attorney enabling any party to represent being contested in good faith and for which adequate reserves in the Company or any of the Company Subsidiaries Financials have been established in accordance with respect to Tax mattersGAAP.

Taxes and Returns. (a) The Company and each Each of the Company Subsidiaries and its subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as hereinafter defined) required to be filed by or on behalf of it, and all such tax returns are true, complete and correct in all material respects, and has timely paid, collected or withheldwithheld or remitted, or caused to be paid, collected or withheldwithheld and remitted, all material amounts of Taxes (as hereinafter defined) required to be paid, collected collected, withheld or withheldremitted, other than such Taxes for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faith. Except as set forth in Section 2.16 of the Company Disclosure Letter, there There are no material claims or assessments pending against the Company or any of the Company Subsidiaries its subsidiaries for any alleged deficiency in any Tax, and the Company has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries its subsidiaries (other than in each case, claims or assessments for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of the Company Subsidiaries its subsidiaries has executed any waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there . There are no outstanding requests by the Company or any of the Company Subsidiaries 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 Tax Return. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there There are no liens Liens for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries its subsidiaries except for statutory liens for current Taxes not yet due and payable. There are Except as set forth in Section 2.15 of the Company Disclosure Letter, there is no outstanding powers of attorney enabling action, suit, or proceeding now pending, or any party other action, suit or proceeding threatened in writing against or with respect to represent the Company or any of its subsidiaries in respect of any Tax. Each of the Tax Returns filed by the Company Subsidiaries or its subsidiary is accurate and complete in all material respects and has been completed in all material respects in accordance with respect applicable Law. The Company Financial Statements reflect an adequate reserve in accordance with U.S. and U.K. generally accepted accounting principles for all material Taxes payable by the Company and its subsidiaries for all taxable periods and portions thereof accrued through the date of such financial statements. There is no agreement, contract, plan or arrangement involving the Company or its subsidiaries and covering any person that individually or collectively could give rise to the payment of any amount that would not be deductible by the Company or any subsidiary of the Company by reason of Section 280G of the Code. Neither the Company nor any of its subsidiaries is a party to a Tax mattersallocation or sharing agreement, Tax indemnity agreement or similar agreement or arrangement. Neither the Company nor any of its subsidiaries has distributed stock of another person, or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code. As of the date hereof, neither the Company nor any subsidiary of the Company is or has been a “controlled foreign corporation” within the meaning of Section 957 of the Code. None of the Company or any of its subsidiaries has received a written claim from a Governmental Authority in a jurisdiction where the Company or any of its subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. Section 2.15 of the Company Disclosure Letter indicates those Tax Returns of the Company and each of its subsidiaries filed since December 31, 1999 that have been audited (and any adjustment resulting therefrom in excess of $100,000 individually), and indicates those Tax Returns of the Company and each of its subsidiaries that currently are the subject of audit.

Taxes and Returns. (a) The Company and each of the Company Subsidiaries its subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as hereinafter defineddefined below) required to be filed by it, and all such tax returns are true, complete and correct in all material respects, and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defineddefined below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faith. Except as set forth in Section 2.16 of the Company Disclosure Letter, there There are no material claims or assessments pending against the Company or any of the Company Subsidiaries its subsidiaries for any alleged deficiency in any Tax, and the Company has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries its subsidiaries (other than than, in each case, claims or assessments for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of the Company Subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there . There are no outstanding requests by the Company or any of the Company Subsidiaries 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 Tax Return. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994return. To the best knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries its subsidiaries except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.

Taxes and Returns. (a) The Company and each of the Company Subsidiaries has timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns (as hereinafter defined) returns and reports required to be filed by itit or the Company Subsidiaries (collectively, and all such tax returns are true, complete and correct in all material respects"Tax Returns"), and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financial Statements Financials have been established or which are being contested in good faithaccordance with GAAP. Except as set forth in Section 2.16 of the Company Disclosure Letter, there There are no material claims claims, assessments, audits, examinations, investigations or assessments other proceedings pending against the Company or any of the Company Subsidiaries for any alleged deficiency in respect of any Tax, and neither the Company nor any of the Company Subsidiaries has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (other than than, in each case, claims or assessments for which adequate reserves in the Company Financial Statements Financials have been established or which are being contested in good faith accordance with GAAP or are immaterial in amount). Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of the Company Subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there . There are no outstanding requests by the Company or any of the Company 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 Tax Return. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there There are no liens Encumbrances for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries Subsidiaries, except for statutory liens for current Taxes not yet due and payable. There payable or that are no outstanding powers of attorney enabling any party to represent being contested in good faith and for which adequate reserves in the Company or any of the Company Subsidiaries Financials have been established in accordance with respect to Tax mattersGAAP.

Taxes and Returns. (a) The Company and each of the Company Subsidiaries its subsid- ----------------- iaries has timely filed, or caused to be timely filed, all material Tax Returns (as hereinafter defineddefined below) required to be filed by it, and all such tax returns are true, complete and correct in all material respects, and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defineddefined below) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faithestablished. Except as set forth in Section 2.16 of the Company Disclosure Letter, there There are no material claims or assessments pending against the Company or any of the Company Subsidiaries for any alleged deficiency in any Tax, and the Company has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (other than than, in each case, claims or assessments for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faith or are immaterial in amount). Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of the Company Subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there . There are no outstanding requests by the Company or any of the Company 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 Tax Returnreturn. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there There are no liens for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.

Taxes and Returns. (a) 8.1 The Company and each of the Company Subsidiaries has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns (as hereinafter defined) returns and reports required to be filed by itit or the Company Subsidiaries (taking into account all available extensions) (collectively, and all “Tax Returns”), which such tax returns Tax Returns are true, complete accurate, correct and correct in all material respectscomplete, and has timely paid, collected or withheld, or caused to be paid, collected or withheldwithheld set forth on such Tax Returns, all material amounts of Taxes (as hereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financial Statements have been established or which are being contested in good faith. Except as set forth in Section 2.16 of the Company Disclosure Letter, there There are no material claims claims, assessments, audits, examinations, investigations or assessments other proceedings pending against the Company or any of the Company Subsidiaries for any alleged deficiency in respect of any Tax, and neither the Company nor any of the Company Subsidiaries has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (Subsidiaries. There are no material liens with respect to any Taxes upon any of the Company’s or the Company Subsidiaries’ assets, other than in each case(i) Taxes, claims the payment of which is not yet due, or assessments for which adequate reserves in the Company Financial Statements have been established (ii) Taxes or which are charges being contested in good faith or are immaterial in amount)by appropriate proceedings. Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of the Company Subsidiaries has executed any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there . There are no outstanding requests by the Company or any of the Company 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 Tax Return. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there There are no liens Encumbrances for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries Subsidiaries, except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.

Taxes and Returns. (a) The Except as set forth in Section 2.16(a) of the Company Disclosure Letter, the Company and each of the Company Subsidiaries has have timely filedfiled (including extensions), or have caused to be timely filedfiled (including extensions), all material Tax Returns (as hereinafter defineddefined below) required to be filed by it, and all the Company or such tax returns Company Subsidiary. All such Tax Returns are true, complete and correct in all material respects, and has the Company and each of the Company Subsidiaries have timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes Tax (as hereinafter defineddefined below) required to be paid, collected or withheld, other than such Taxes amounts contested 18 in good faith for which the Company has established adequate reserves in that are reflected on the Company Financial Statements have been established or and which are being contested in good faith. Except as set forth in Section 2.16 2.16(a) of the Company Disclosure Letter, there are no neither the Company nor any of the Company Subsidiaries has been notified in writing by any Governmental Authority of material claims or assessments pending against the Company or any of the Company Subsidiaries for any alleged Tax deficiency (other than claims or assessments contested in any Tax, and good faith for which the Company has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (other than in each case, claims or assessments for which established adequate reserves in that are reflected on the Company Financial Statements have been established or and which are being contested in good faith or are immaterial in amountfaith). Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of the Company Subsidiaries has executed any waivers or extensions of any applicable statute of limitations relating to assess any assessment of a material amount of Taxes; and (ii) there are no outstanding requests by the Company or any of the Company 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 Tax ReturnTax. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there There are no liens for material amounts of Taxes Tax on the assets of the Company or any of the Company Subsidiaries Subsidiaries, except for statutory liens for current Taxes amounts of Tax not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.

Taxes and Returns. (a) The Except as set forth in Section 2.16(a) of the Company Disclosure Letter, the Company and each of the Company Subsidiaries has have timely filedfiled (including extensions), or have caused to be timely filedfiled (including extensions), all material Tax Returns (as hereinafter defineddefined below) required to be filed by it, and all the Company or such tax returns Company Subsidiary. All such Tax Returns are true, complete and correct in all material respects, and has the Company and each of the Company Subsidiaries have timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes Tax (as hereinafter defineddefined below) required to be paid, collected or withheld, other than such Taxes amounts contested in good faith for which the Company has established adequate reserves in that are reflected on the Company Financial Statements have been established or and which are being contested in good faith. Except as set forth in Section 2.16 2.16(a) of the Company Disclosure Letter, there are no neither the Company nor any of the Company Subsidiaries has been notified in writing by any Governmental Authority of material claims or assessments pending against the Company or any of the Company Subsidiaries for any alleged Tax deficiency (other than claims or assessments contested in any Tax, and good faith for which the Company has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (other than in each case, claims or assessments for which established adequate reserves in that are reflected on the Company Financial Statements have been established or and which are being contested in good faith or are immaterial in amountfaith). Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of the Company Subsidiaries has executed any waivers or extensions of any applicable statute of limitations relating to assess any assessment of a material amount of Taxes; and (ii) there are no outstanding requests by the Company or any of the Company 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 Tax ReturnTax. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there There are no liens for material amounts of Taxes Tax on the assets of the Company or any of the Company Subsidiaries Subsidiaries, except for statutory liens for current Taxes amounts of Tax not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.

Taxes and Returns. (a) The Company and each of the Company Subsidiaries has timely filed, or caused to be timely filed, all material Tax Returns (as hereinafter defined) required to be filed by it, and all such tax returns are true, complete and correct in all material respects, and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financial Statements have been established or and which are being contested in good faith. Except as set forth in Section 2.16 of the Company Disclosure Letter, there are no material claims or assessments pending against the Company or any of the Company Subsidiaries for any alleged deficiency in any Tax, and the Company has not been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (other than in each case, claims or assessments for which adequate reserves in the Company Financial Statements have been established or and which are being contested in good faith or claims or assessments which are immaterial in amount). Except as would not reasonably be expected to have a Material Adverse Effect: (i) neither Neither the Company nor any of the Company Subsidiaries has executed any waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes; and (ii) there . There are no outstanding requests by the Company or any of the Company 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 Tax Return. The statute of limitations period for assessment of federal income taxes has not expired for all any taxable years through year from the taxable year of Security Systems Holdingsended June 30, Inc. ending December 311996, 1994, and of Triton Group Ltd. ending March 31, 1994the Company's first taxable year as a C corporation. To the best knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.