Common use of Taxes, Returns and Reports Clause in Contracts

Taxes, Returns and Reports. Each of Horizon and its Subsidiaries has, since January 1, 2010, (a) duly and timely filed or extended (before its due date) all material federal, state, local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate, and complete in all material respects; (b) except as disclosed in Section 4.10 of the Horizon Disclosure Schedule, paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties, or assets, unless being contested in good faith; and (c) not requested an extension of time for any such payments (which extension is still in force) (other than as permitted by (a), above). Horizon has established, and shall establish in future publicly-filed financial statements, in accordance with GAAP, a reserve for taxes in the Horizon Financial Statements adequate to cover all of Horizon’s and its Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes and withholding, and franchise fees) for the periods then ending. Neither Horizon nor any of its Subsidiaries, to their knowledge, has, nor will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in Horizon’s future publicly-filed financial statements and as accrued or reserved for on the books and records of Horizon or its Subsidiaries. Neither Horizon nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. Except as disclosed in Section 4.10 of the Horizon Disclosure Schedule, no federal, state, or local tax returns of Horizon or any of its Subsidiaries have been audited by any taxing authority during the preceding five (5) years.

Taxes, Returns and Reports. Each of Horizon RYFL and its Subsidiaries has, has since January 1, 2010, 2015 (a) duly and timely filed (or extended (before its due date) all material federal, state, local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate, and complete in all material respects; (b) except as disclosed in Section 4.10 of the Horizon Disclosure Schedule, paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties, or assets, unless being contested in good faith; and (c) not requested an extension of time for any such payments other than as permitted under clause (a) above (which extension is still in force) (other than as permitted by (a), above). Horizon RYFL has established, and shall establish in future publicly-filed financial statementsthe Subsequent RYFL Financial Statements (as defined in Section 5.11), in accordance with GAAP, a reserve for taxes in the Horizon RYFL Financial Statements adequate to cover all of HorizonRYFL’s and its Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes taxes, and withholding, and franchise fees) for the periods then ending. Neither Horizon RYFL nor any of its Subsidiaries, to their knowledge, Subsidiaries has, nor to their knowledge will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in Horizon’s future publicly-filed financial statements and the Subsequent RYFL Financial AGREEMENT AND PLAN OF MERGER PAGE 26 Statements (as defined in Section 5.11) or as accrued or reserved for on the books and records of Horizon RYFL or its Subsidiaries. Neither Horizon Except as set forth in Section 3.18 of the RYFL Disclosure Schedule, neither RYFL nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. Except as disclosed set forth in Section 4.10 3.18 of the Horizon RYFL Disclosure Schedule, no federal, state, or local tax returns of Horizon RYFL or any of its Subsidiaries have been audited by any taxing authority during the preceding past five (5) years.

Taxes, Returns and Reports. Each of Horizon AJSB and its Subsidiaries has, has since January 1, 2010, 2013 (a) duly and timely filed (or extended (before its due date) all material federal, state, local, and foreign tax returns of every type and kind required to be filed, and each such return is true, accurate, and complete in all material respects; (b) except as disclosed in Section 4.10 of the Horizon Disclosure Schedule, paid or otherwise adequately reserved in accordance with GAAP for all taxes, assessments, and other governmental charges due or claimed to be due upon it or any of its income, properties, or assets, ; unless being contested in good faith; faith and (c) not requested an extension of time for any such payments (which extension is still in force) (other than as permitted by under clause (a), ) above). Horizon AJSB has established, and shall establish in future publicly-filed financial statementsthe Subsequent AJSB Financial Statements (as defined in Section 5.11), in accordance with GAAP, a reserve for taxes in the Horizon AJSB Financial Statements adequate to cover all of HorizonAJSB’s and its Subsidiaries’ tax liabilities (including, without limitation, income taxes, payroll taxes taxes, and withholding, and franchise fees) for the periods then ending. Neither Horizon AJSB nor any of its Subsidiaries, to their knowledge, Subsidiaries has, nor to their knowledge will any of them have, any liability for material taxes of any nature for or with respect to the operation of its business, from the date hereof up to and including the Effective Time, except to the extent set forth in Horizon’s future publicly-filed financial statements and the Subsequent AJSB Financial Statements (as defined in Section 5.11) or as accrued or reserved for on the books and records of Horizon AJSB or its Subsidiaries. Neither Horizon AJSB nor any of its Subsidiaries is currently under audit by any state or federal taxing authority. Except as disclosed set forth in Section 4.10 3.18 of the Horizon AJSB Disclosure Schedule, no federal, state, or local tax returns of Horizon AJSB or any of its Subsidiaries have been audited by any taxing authority during the preceding past five (5) years.