Common use of Taxes; Tax Returns Clause in Contracts

Taxes; Tax Returns. (a) The Parent has delivered to the Seller copies of the federal income Tax Returns of the Parent for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on the Parent Disclosure Schedule, the Parent has duly and timely filed in correct form all federal, state and local Tax Returns required to be filed by it on or prior to the date hereof (all such Tax Returns to the Knowledge of the Parent being accurate and complete in all material respects) and, to the Knowledge of the Parent, has duly paid or made provision for the payment of all Taxes and other governmental charges that have been incurred or are due or claimed to be due from them by any Governmental Body (including those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes or other charges (i) which are not yet delinquent or are being contested in good faith and set forth in the Parent Disclosure Schedule, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Parent. The liabilities and reserves for Taxes in the Parent’s financial statements contained in the Parent SEC Reports are sufficient to the Knowledge of the Parent in the aggregate for the payment of all unpaid federal, state and local Taxes, whether or not disputed or accrued, for the period ended September 30, 2004, or for any year or period prior thereto, and for which the Parent may be liable in its own right or as transferee of the assets of, or successor to, any corporation, person, association, partnership, joint venture or other entity. (b) To the Knowledge of the Parent, (i) proper and accurate amounts have been withheld by the Parent from its employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local Tax Returns which are accurate and complete in all material respects have been filed by the Parent for all periods for which Tax Returns were due with respect to income tax withholding, Social Security and unemployment Taxes and (iii) the amounts shown on such Tax Returns to be due and payable have been paid in full, or adequate provision therefore has been included by the Parent in the most recent Parent SEC Reports.

Taxes; Tax Returns. (a) The Parent Seller has delivered to the Seller Parent copies of the federal income Tax Returns of the Parent Seller for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on the Parent Seller Disclosure Schedule, the Parent Seller has duly and timely filed in correct form all federal, state and local Tax Returns required to be filed by it on or prior to the date hereof (all such Tax Returns returns to the Knowledge of the Parent Seller being accurate and complete in all material respects) and, to the Knowledge of the ParentSeller, has duly paid or made provision for the payment of all Taxes and other governmental charges that have been incurred or are due or claimed to be due from them by any Governmental Body (including those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes or other charges (i) which are not yet delinquent or are being contested in good faith and set forth in the Parent Seller Disclosure Schedule, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the ParentSeller. The liabilities and reserves for Taxes in the Parent’s financial statements contained in the Parent SEC Reports Seller Financial Statements are sufficient to the Knowledge of the Parent Seller, in the aggregate for the payment of all unpaid federal, state and local Taxes, whether or not disputed or accrued, for the period ended September 30, 2004, or for any year or period prior thereto, and for which the Parent Seller may be liable in its own right or as transferee of the assets of, or successor to, any corporation, person, association, partnership, joint venture or other entity. (b) To the Knowledge of the ParentSeller, (i) proper and accurate amounts have been withheld by the Parent Seller from its employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local Tax Returns which are accurate and complete in all material respects have been filed by the Parent Seller for all periods for which Tax Returns were due with respect to income tax withholding, Social Security and unemployment Taxes and (iii) the amounts shown on such Tax Returns to be due and payable have been paid in full, or adequate provision therefore has been included by the Parent Seller in the most recent Parent SEC ReportsSeller Financial Statements.

Taxes; Tax Returns. (a) The Parent Seller has delivered to the Seller Purchaser copies of the federal income Tax Returns tax returns of the Parent Seller for each of the last three two fiscal years and all schedules and exhibits thereto. Except as set forth on the Parent Disclosure Schedule, the Parent Seller has duly and timely filed in correct form all federal, state and local Tax Returns information returns and tax returns required to be filed by it them on or prior to the date hereof (all such Tax Returns returns to the Knowledge best of the Parent knowledge of Seller being accurate and complete in all material respects) and, to the Knowledge best knowledge of the ParentSeller, has duly paid or made provision for the payment of all Taxes taxes and other governmental charges that which have been incurred or are due or claimed to be due from them by any Governmental Body governmental authority (including including, without limitation, those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes taxes or other charges (i) which are not yet delinquent or are being contested in good faith and set forth in the Parent Disclosure Schedule, Schedule and (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Parent. The liabilities and reserves for Taxes in the Parent’s financial statements contained in the Parent SEC Reports are sufficient to the Knowledge of the Parent in the aggregate for the payment of all unpaid federal, state and local Taxes, whether or not disputed or accrued, for the period ended September 30, 2004, or for any year or period prior thereto, and for which the Parent may be liable in its own right or as transferee of the assets of, or successor to, any corporation, person, association, partnership, joint venture or other entitydetermined. (b) To the Knowledge best knowledge of the ParentSeller, (i) proper and accurate amounts have been withheld by the Parent Seller from its employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local Tax Returns returns which are accurate and complete in all material respects have been filed by the Parent Seller for all periods for which Tax Returns returns were due with respect to income tax withholding, Social Security and unemployment Taxes taxes and (iii) the amounts shown on such Tax Returns returns to be due and payable have been paid in full, or adequate provision therefore has been included by the Parent Seller in the most recent Parent SEC ReportsSeller Financial Statements.

Taxes; Tax Returns. (a) The Parent has delivered EastGroup will deliver to the Seller LNH copies of the federal income Tax Returns tax returns of the Parent EastGroup for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on the Parent Disclosure Schedule, the Parent each of EastGroup and its Subsidiaries has duly and timely filed in correct form all federal, state and local Tax Returns required to be filed by it and its Subsidiaries on or prior to the date hereof (all such Tax Returns to the Knowledge best knowledge of the Parent EastGroup being accurate and complete in all material respects) and, to the Knowledge best knowledge of the ParentEastGroup, has duly paid or made provision for the payment of all Taxes taxes and other governmental charges that which have been incurred or are due or claimed to be due from them by any Governmental Body governmental authority (including including, without limitation, those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes taxes or other charges (i) which are not yet delinquent or are being contested in good faith and set forth in the Parent Disclosure Schedule, Schedule and (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Parentdetermined. The liabilities and reserves for Taxes taxes in the Parent’s financial statements contained in the Parent SEC Reports EastGroup Financial Statements are sufficient to the Knowledge of the Parent in the aggregate for the payment of all unpaid federal, state and local Taxestaxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30December 31, 2004, 1995 or for any year or period prior thereto, and for which the Parent EastGroup or any of its Subsidiaries may be liable in its own right or as transferee of the assets of, or successor to, any corporation, person, association, partnership, joint venture or other entity. (b) To the Knowledge best knowledge of the ParentEastGroup, (i) proper and accurate amounts have been withheld by the Parent EastGroup and its Subsidiaries from its their employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and or local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local Tax Returns which are accurate and complete in all material respects have been filed by the Parent EastGroup and each of its Subsidiaries for all periods for which Tax Returns returns were due with respect to income tax withholding, Social Security and unemployment Taxes taxes, and (iii) the amounts shown on such Tax Returns returns to be due and payable have been paid in full, or adequate provision therefore has been included by the Parent EastGroup in the most recent Parent SEC ReportsEastGroup Financial Statements.

Taxes; Tax Returns. (a) The Parent Seller and Shareholder have made a valid election to treat Seller as, and Seller has delivered qualified as, an S Corporation under the Code and for state and local tax purposes in all jurisdictions in which Seller is subject to the Seller copies of the federal income Tax Returns of the Parent on its income, for each of the last three fiscal years and all schedules and exhibits theretoits taxable years. Except as set forth on the Parent Disclosure ScheduleSchedule 4.5, the Parent (i) Seller has duly filed all Tax reports and timely filed in correct form all federal, state and local Tax Returns required to be filed by it on or prior to the date hereof (including, but not limited to, all federal, state, local and foreign tax returns and reports) with any Governmental Authority and all such Tax Returns to the Knowledge of the Parent being accurate returns and reports were correct and complete in all material respects; (ii) Seller and Shareholder have each paid in full all Taxes required to be paid by Seller or Shareholder, respectively, before such payment became delinquent, no deficiencies have been or will be assessed with respect thereto for any period through December 31, 2004; (iv) all Taxes which Seller has been required to collect or withhold have been duly collected or withheld and, to the extent required when due, have been or will be duly paid to the proper taxing authority; (v) there are no federal, state, local or foreign tax liens upon any of the properties or assets of Seller, Shareholder or RLA and there are no unpaid Taxes which are or could become a lien on the properties or assets of Seller, Shareholder or RLA, except for current Taxes not yet due and payable; and (vi) there have been no waivers of statutes of limitations as to any Tax by Seller, Shareholder or RLA with respect to any Governmental Authority. Correct and complete copies have been provided to Purchaser of (i) all Tax Returns and Tax reports of Seller and RLA for each of its taxable years since December 31, 2001, and (ii) all audit reports issued since 2001 relating to Taxes due from Seller or RLA. The Tax Returns of Seller and RLA have been examined by the Internal Revenue Service (the "IRS") and by the relevant state or local taxing authority for the taxable periods shown on Schedule 4.5. No closing agreement pursuant to Section 7121 of the Code or compromise pursuant to Section 7122 of the Code (or any predecessor provision) or any similar provision of any state, local, or foreign law has been entered into by Seller, RLA or Shareholder. No audit or other Proceeding by any Governmental Authority is pending or, to the Knowledge of Seller or RLA, threatened with respect to any Taxes due from Seller, Shareholder, or RLA or any Tax Return filed by Seller or RLA. No notice of any assessment of Tax against Seller or RLA or any of its assets has been received by Seller or RLA. All elections made or filed by Seller, Shareholder and RLA with respect to Taxes are set forth on Schedule 4.5. None of the Parent, has duly paid assets of Seller or made provision for the payment of all Taxes and other governmental charges RLA is an asset or property that have been incurred is or are due or claimed will be required to be due from them by any Governmental Body (including those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes or other charges treated as being (i) which are not yet delinquent owned by any Person other than Seller or are being contested RLA, respectively, pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954 as in good faith and set forth in effect immediately prior to the Parent Disclosure ScheduleTax Reform Act of 1986, or (ii) have not been finally determined or (iii"tax-exempt use property" within the meaning of Section 168(h)(1) that would not have a Material Adverse Effect on the Parent. The liabilities and reserves for Taxes in the Parent’s financial statements contained in the Parent SEC Reports are sufficient to the Knowledge of the Parent in Code. Seller is not a "foreign person" within the aggregate for the payment meaning of all unpaid federal, state and local Taxes, whether or not disputed or accrued, for the period ended September 30, 2004, or for any year or period prior thereto, and for which the Parent may be liable in its own right or as transferee Section 1445 of the assets of, or successor to, any corporation, person, association, partnership, joint venture or other entity. (b) To the Knowledge Code. For purposes of the Parent, (i) proper and accurate amounts have been withheld by the Parent from its employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local Tax Returns which are accurate and complete in all material respects have been filed by the Parent for all periods for which Tax Returns were due with respect to income tax withholding, Social Security and unemployment Taxes and (iii) the amounts shown on such Tax Returns to be due and payable have been paid in full, or adequate provision therefore has been included by the Parent in the most recent Parent SEC Reports.this Section

Taxes; Tax Returns. (a) The Parent has delivered to the Seller Company copies of the federal income Tax Returns tax returns of the Parent for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on the Parent Disclosure Schedule, the Parent has duly and timely filed in correct form all federal, state and local Tax Returns information returns and tax returns required to be filed by it on or prior to the date hereof (all such Tax Returns returns to the Knowledge of the Parent being accurate and complete in all material respects) and, to the Knowledge of the Parent, has duly paid or made provision for the payment of all Taxes taxes and other governmental charges that which have been incurred or are due or claimed to be due from them by any Governmental Body Authority (including including, without limitation, those due in respect of their properties, income, business, capital stock, franchises, licenses, sales and payrolls) other than Taxes taxes or other charges (i) which are not yet delinquent or are being contested in good faith and set forth in the Parent Disclosure Schedule, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Parent. The liabilities and reserves for Taxes in the Parent’s financial statements contained taxes in the Parent SEC Reports Financial Statements are sufficient to the Knowledge best of the Parent Parent's Knowledge in the aggregate for the payment of all unpaid federal, state and local Taxestaxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30December 31, 20042002, or for any year or period prior thereto, and for which the Parent may be liable in its own right or as transferee of the assets of, or successor to, any corporation, person, association, partnership, joint venture or other entity. (b) To the Knowledge of the Parent, (i) proper and accurate amounts have been withheld by the Parent from its employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local Tax Returns returns which are accurate and complete in all material respects have been filed by the Parent for all periods for which Tax Returns returns were due with respect to income tax withholding, Social Security and unemployment Taxes taxes and (iii) the amounts shown on such Tax Returns returns to be due and payable have been paid in full, or adequate provision therefore has been included by the Parent in the most recent Parent SEC ReportsFinancial Statements.