Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. (i) Buyer has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened with regard to any taxes or tax returns of Buyer. No issue has arisen in any examination of the Buyer by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) Buyer Except as disclosed in the Disclosure Letter and its SEC filings, OCTI has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer OCTI has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer OCTI Financial Statements, and (iv) Buyer OCTI does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer OCTI Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerOCTI’s knowledge, threatened with regard to any taxes or tax returns of BuyerOCTI. No issue has arisen in any examination of the Buyer OCTI by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer OCTI made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon BuyerOCTI, nor has Buyer OCTI given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) Buyer has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iib) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened with regard to any taxes or tax returns of Buyer. No issue has arisen in any examination of the Buyer by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiic) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) Buyer has filed or caused will cause to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii) . No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened with regard to any taxes or tax returns of Buyer. No issue has arisen in any examination of the Buyer by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii) . There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (a) Each of Buyer and its Subsidiaries has (i) Buyer timely filed (or there has been timely filed or caused to be filed on its behalf) with the appropriate Governmental Authorities all federal, state, foreign and local tax returns Tax Returns required to be filed with any tax authority; by it (iigiving effect to all extensions) all and such tax returns Tax Returns are true, accurate, correct and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Financial Statements, and (ivii) Buyer does not timely paid in full (or there has been timely paid in full on its behalf) all Taxes required to have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods)been paid by it. (iib) No nationalAs of the date of this Agreement, no federal, state, local or foreign audits, examinations, investigations, audits or other formal administrative proceedings or court proceedings are presently pending or, to Buyer’s knowledge, threatened with regard to any taxes Taxes or tax returns Tax Returns of Buyer. No issue Buyer or any of its Subsidiaries, and none of Buyer or its Subsidiaries has arisen in received notice of any examination of the Buyer by any tax authority that if raised pending or proposed claims, audits or proceedings with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reportedTaxes. (iiic) There are no disputes pending with respect toNo claim has ever been made by any Governmental Authority in a jurisdiction where Buyer or any of its Subsidiaries does not file Tax Returns that any such entity is, or claims may be, subject to taxation by that jurisdiction. (d) None of Buyer or assessments asserted in writing for, any material of its Subsidiaries has received any notice of deficiency or assessment from any Governmental Authority for any amount of taxes upon Tax that has not been fully settled or satisfied, and to the Knowledge of Buyer, nor has no such deficiency or assessment is proposed. (e) As of the date hereof, Buyer given or been requested in writing is aware of no reason why the Merger would fail to give any currently effective waiver extending qualify as a “reorganization” under Section 368(a) of the statutory period of limitation applicable to any tax return for any period.Code

Taxes and Tax Returns. (i) Buyer has filed GGRI shall file or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are shall be true, accurate, and complete in all material respects; (iii) Buyer has paid GGRI shall pay or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer GGRI Financial Statements, and (iv) Buyer does GGRI shall not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer GGRI Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii) . No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerGGRI’s knowledge, threatened with regard to any taxes or tax returns of BuyerGGRI. No issue has arisen in any examination of the Buyer GGRI by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer GGRI made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii) . There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon BuyerGGRI, nor has Buyer GGRI given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (a) (i) Buyer To IDC’s knowledge, IDC has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer IDC has accrued or paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer IDC Financial Statements, and (iv) Buyer IDC does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer IDC Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iib) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerIDC’s knowledge, threatened with regard to any taxes or tax returns of BuyerIDC. No issue has arisen in any examination of the Buyer IDC by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer IDC made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiic) There To IDC’s knowledge, there are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon BuyerIDC, nor has Buyer IDC given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) Buyer 2.2.8.1 The CareClix Group has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer the CareClix Group has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer CareClix Group Financial Statements, and (iv) Buyer the CareClix Group does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer CareClix Group Financial Statements (but excluding, for this Clause (ivi) only, any liability reflected thereon therein for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii) 2.2.8.2 No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerThe CareClix Group’s knowledge, threatened with regard to any taxes or tax returns of BuyerThe CareClix Group. No issue has arisen in any examination of the Buyer The CareClix Group by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer The CareClix Group made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii) 2.2.8.3 There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of income taxes upon BuyerThe CareClix Group, nor has Buyer The CareClix Group given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (a) (i) Buyer has filed Assignee shall file or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are shall be true, accurate, and complete in all material respects; (iii) Buyer has paid Assignee shall pay or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Assignee Financial Statements, and (iv) Buyer does Assignee shall not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Assignee Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iia) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerAssignee’s knowledge, threatened with regard to any taxes or tax returns of BuyerAssignee. No issue has arisen in any examination of the Buyer Assignee by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer Assignee made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiib) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon BuyerAssignee, nor has Buyer Assignee given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) i. Buyer has filed or caused will cause to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are will be true, accurate, and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii) . No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened with regard to any taxes or tax returns of Buyer. No issue has arisen in any examination of the Buyer by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii) . There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (1) (i) Buyer has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods).. _______ _______ (ii2) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened with regard to any taxes or tax returns of Buyer. No issue has arisen in any examination of the Buyer by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii3) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) Buyer M&C has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer M&C has paid or caused to be paid all taxes that are due and payable by any of such companiesit, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer M&C Financial Statements, and (iv) Buyer M&C does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer M&C Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerM&C’s knowledge, threatened with regard to any taxes or tax returns of Buyer. M&C. No issue has arisen in any examination of the Buyer M&C by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer M&C made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon BuyerM&C, nor has Buyer M&C given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i1) Buyer Clarrix has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer Clarrix has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Clarrix Financial Statements, and (iv) Buyer Clarrix does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Clarrix Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii2) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerClarrix’s knowledge, threatened with regard to any taxes or tax returns of BuyerClarrix. No issue has arisen in any examination of the Buyer Clarrix by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer Clarrix made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii3) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer Clarrix given or been requested in writing to give any currently effective waiver _______ _______ extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) Buyer has filed GGRI shall file or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are shall be true, accurate, and complete in all material respects; (iii) Buyer has paid GGRI shall pay or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer GGRI Financial Statements, and (iv) Buyer does GGRI shall not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iia) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened with regard to any taxes or tax returns of Buyer. No issue has arisen in any examination of the Buyer GGRI by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer GGRI made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiib) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon BuyerGGRI, nor has Buyer GGRI given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (a) (i) Buyer TheraBiogen has filed or caused to be filed all federal, state, foreign and local tax returns Tax Returns required to be filed with any tax authorityTax Authority; (ii) all such tax returns Tax Returns are true, accurate, and complete in all material respects; (iii) Buyer TheraBiogen has paid or caused to be paid all taxes Taxes that are due and payable by any of such companies, other than taxes Taxes which are being contested in good faith and are adequately reserved against or provided for (for, in accordance with GAAP) GAAP in the Buyer TheraBiogen Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iib) No nationalfederal, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerTheraBiogen’s knowledgeKnowledge, threatened with regard to any taxes Taxes or tax returns Tax Returns of BuyerTheraBiogen. No issue has arisen in any examination of the Buyer TheraBiogen by any tax authority Tax Authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiic) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, Taxes payable by TheraBiogen nor has Buyer TheraBiogen given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax Tax return for any period.

Taxes and Tax Returns. (a) (i) Buyer Acquisition Corp has filed or caused to be filed all federal, state, foreign and local tax returns Tax Returns required to be filed with any tax authorityTax Authority; (ii) all such tax returns Tax Returns are true, accurate, and complete in all material respects; (iii) Buyer Acquisition Corp has paid or caused to be paid all taxes Taxes that are due and payable by any of such companies, other than taxes Taxes which are being contested in good faith and are adequately reserved against or provided for (for, in accordance with GAAP) GAAP in the Buyer Acquisition Corp Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iib) No nationalfederal, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerAcquisition Corp’s knowledgeKnowledge, threatened with regard to any taxes Taxes or tax returns Tax Returns of Buyer. Acquisition Corp. No issue has arisen in any examination of the Buyer Acquisition Corp by any tax authority Tax Authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiic) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, Taxes payable by Acquisition Corp nor has Buyer Acquisition Corp given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax Tax return for any period.

Taxes and Tax Returns. (a) (i) Buyer has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iib) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened with regard to any taxes or tax returns of Buyer. No issue has arisen in any examination of the Buyer by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiic) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (a) (i) Buyer GroupWare has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer GroupWare has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer GroupWare Financial Statements, and (iv) Buyer GroupWare does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer GroupWare Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iib) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerGroupWare’s knowledge, threatened with regard to any taxes or tax returns of BuyerGroupWare. No issue has arisen in any examination of the Buyer GroupWare by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer GroupWare made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiic) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer GroupWare given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i1) Buyer BioCube has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer BioCube has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer BioCube Financial Statements, and (iv) Buyer BioCube does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer BioCube Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii2) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerBioCube’s knowledge, threatened with regard to any taxes or tax returns of BuyerBioCube. No issue has arisen in any examination of the Buyer BioCube by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer BioCube made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii3) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer BioCube given or been requested in writing to give any currently effective waiver _______ _______ extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (a) (i) Buyer AQUASIL has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer AQUASIL has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer AQUASIL Financial Statements, and (iv) Buyer AQUASIL does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer AQUASIL Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iib) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerAQUASIL’s knowledge, threatened with regard to any taxes or tax returns of BuyerAQUASIL. No issue has arisen in any examination of the Buyer AQUASIL by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer AQUASIL made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiic) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer AQUASIL given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) Buyer has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iib) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened with regard to any taxes or tax returns of Buyer. No issue has arisen in any examination of the Buyer by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiic) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) Buyer (i) AEGY has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer AEGY has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer AEGY Financial Statements, and (iv) Buyer AEGY does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer AEGY Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerAEGY’s knowledge, threatened with regard to any taxes or tax returns of BuyerAEGY. No issue has arisen in any examination of the Buyer AEGY by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer AEGY made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon BuyerAEGY, nor has Buyer AEGY given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (a) (i) Buyer To SYN’s knowledge, SYN has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer SYN has accrued or paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer SYN Financial Statements, and (iv) Buyer SYN does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer SYN Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (iib) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to BuyerSYN’s knowledge, threatened with regard to any taxes or tax returns of BuyerSYN. No issue has arisen in any examination of the Buyer SYN by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer SYN made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iiic) There To SYN’s knowledge, there are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon BuyerSYN, nor has Buyer SYN given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

Taxes and Tax Returns. (i) Buyer has filed or caused to be filed all federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Buyer Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods). (ii2) No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened _______ _______ with regard to any taxes or tax returns of Buyer. No issue has arisen in any examination of the Buyer by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld. Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported. (iii3) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.