Common use of Taxes; Tax Returns Clause in Contracts

Taxes; Tax Returns. For periods commencing on or after January 1, 2012, except as set forth on Schedule 3.8(a): (i) all material Tax Returns required to be filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property and the Transferred Asset) have been timely filed; (ii) all such Tax Returns are true, correct and complete in all material respects and have been posted to the Data-Room; (iii) all material Taxes (shown as due on such Tax Returns or otherwise) due and payable with respect to the Company, the Property and the Transferred Asset (and the Seller Parties and the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset) have been timely paid; (iv) there are no pending or, to the Knowledge of the Seller Parties or the Seller Parent, threatened actions or proceedings for the assessment or collection of material Taxes against the Company, the Property or the Transferred Asset (or the Seller Parties or the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset); (v) there are no Liens for any material Taxes on any assets of the Company (or on any assets of the Seller Parties or the Seller Parent, to the extent such Liens would adversely impact the Company, the Property or the Transferred Asset) other than liens for Taxes not yet due or payable or which Interest Seller or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.8(a); (vi) to the Knowledge of the Seller Parties or the Seller Parent, no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property or the Transferred Asset) that any of such Parties is or may be subject to taxation by that jurisdiction; (vii) the Company is not a party to a Tax allocation or sharing agreement or similar agreement (and none of the Interest Seller, the Seller Parties or the Seller Parent is a party to such an agreement, to the extent the obligations of the Interest Seller, the Seller Parties or the Seller Parent under any such agreement would adversely impact the Company, the Property or the Transferred Asset); (viii) none of the Company, the Interest Seller, the Seller Parties or the Seller Parent has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (ix) all material Taxes required to be withheld, collected or deposited by the Company (or Interest Seller to the extent the nonpayment of such Taxes would adversely impact the Company) have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and all federal, state or local income, gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security and Medicare, employment or unemployment contributions, real property, personal property, sales,

Taxes; Tax Returns. For periods commencing on or after January 1, 2012, except (a) The Company has delivered to Parent copies of the federal income tax returns of the Company for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on Schedule 3.8(a): (i) the Disclosure Schedule, the Company has duly and timely filed in correct form all material Tax Returns federal, state and local information returns and tax returns required to be filed by it on or on behalf prior to the date hereof (all such returns to the knowledge of the Company being accurate and complete in all material respects) and, to the knowledge of the Company, has duly paid or made provision for the Propertypayment of all taxes and other governmental charges which have been incurred or are due or claimed to be due from them by any Governmental Authority (including, without limitation, 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 Transferred AssetDisclosure Schedule, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Seller Parties Company. The liabilities and reserves for taxes in the Seller Parent (Company Financial Statements are sufficient to the extent best of the nonfiling Company's knowledge in the aggregate for the payment of Tax Returns would adversely impact all unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30, 1998, or for any year or period prior thereto, and for which the Company 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 Company, the Property (i) proper and the Transferred Asset) accurate amounts have been timely filed; withheld by the Company from their 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) all such Tax Returns federal, state and local returns which are true, correct accurate and complete in all material respects and have been posted filed by the Company for all periods for which returns were due with respect to the Data-Room; income tax withholding, Social Security and unemployment taxes and (iii) all material Taxes (the amounts shown as due on such Tax Returns or otherwise) returns to be due and payable with respect to the Company, the Property and the Transferred Asset (and the Seller Parties and the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset) have been timely paid; (iv) there are no pending orpaid in full, to the Knowledge of the Seller Parties or the Seller Parent, threatened actions or proceedings for the assessment or collection of material Taxes against the Company, the Property or the Transferred Asset (or the Seller Parties or the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset); (v) there are no Liens for any material Taxes on any assets of the Company (or on any assets of the Seller Parties or the Seller Parent, to the extent such Liens would adversely impact the Company, the Property or the Transferred Asset) other than liens for Taxes not yet due or payable or which Interest Seller or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.8(a); (vi) to the Knowledge of the Seller Parties or the Seller Parent, no claim adequate provision therefore has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property or the Transferred Asset) that any of such Parties is or may be subject to taxation by that jurisdiction; (vii) the Company is not a party to a Tax allocation or sharing agreement or similar agreement (and none of the Interest Seller, the Seller Parties or the Seller Parent is a party to such an agreement, to the extent the obligations of the Interest Seller, the Seller Parties or the Seller Parent under any such agreement would adversely impact the Company, the Property or the Transferred Asset); (viii) none of the Company, the Interest Seller, the Seller Parties or the Seller Parent has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (ix) all material Taxes required to be withheld, collected or deposited included by the Company (or Interest Seller to in the extent the nonpayment of such Taxes would adversely impact the Company) have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and all federal, state or local income, gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security and Medicare, employment or unemployment contributions, real property, personal property, sales,most recent Company Financial Statements.

Taxes; Tax Returns. For periods commencing on or after January 1, 2012, except (a) The Company has delivered to Parent copies of the federal income tax returns of the Company for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on Schedule 3.8(a): (i) the Disclosure Schedule, the Company has duly and timely filed in correct form all material Tax Returns federal, state and local information returns and tax returns required to be filed by it on or on behalf prior to the date hereof (all such returns to the knowledge of the Company being accurate and complete in all material respects) and, to the knowledge of the Company, has duly paid or made provision for the Propertypayment of all taxes and other governmental charges which have been incurred or are due or claimed to be due from them by any Governmental Authority (including, without limitation, 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 Transferred AssetDisclosure Schedule, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Seller Parties Company. The liabilities and reserves for taxes in the Seller Parent (Company Financial Statements are sufficient to the extent best of the nonfiling Company's knowledge in the aggregate for the payment of Tax Returns would adversely impact all unpaid federal, state and local taxes (including any interest or penalties thereon), 42 whether or not disputed or accrued, for the period ended December 31, 2000, or for any year or period prior thereto, and for which the Company 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 Company, the Property (i) proper and the Transferred Asset) accurate amounts have been timely filed; withheld by the Company 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) all such Tax Returns federal, state and local returns which are true, correct accurate and complete in all material respects and have been posted filed by the Company for all periods for which returns were due with respect to the Data-Room; income tax withholding, Social Security and unemployment taxes and (iii) all material Taxes (the amounts shown as due on such Tax Returns or otherwise) returns to be due and payable with respect to the Company, the Property and the Transferred Asset (and the Seller Parties and the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset) have been timely paid; (iv) there are no pending orpaid in full, to the Knowledge of the Seller Parties or the Seller Parent, threatened actions or proceedings for the assessment or collection of material Taxes against the Company, the Property or the Transferred Asset (or the Seller Parties or the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset); (v) there are no Liens for any material Taxes on any assets of the Company (or on any assets of the Seller Parties or the Seller Parent, to the extent such Liens would adversely impact the Company, the Property or the Transferred Asset) other than liens for Taxes not yet due or payable or which Interest Seller or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.8(a); (vi) to the Knowledge of the Seller Parties or the Seller Parent, no claim adequate provision therefore has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property or the Transferred Asset) that any of such Parties is or may be subject to taxation by that jurisdiction; (vii) the Company is not a party to a Tax allocation or sharing agreement or similar agreement (and none of the Interest Seller, the Seller Parties or the Seller Parent is a party to such an agreement, to the extent the obligations of the Interest Seller, the Seller Parties or the Seller Parent under any such agreement would adversely impact the Company, the Property or the Transferred Asset); (viii) none of the Company, the Interest Seller, the Seller Parties or the Seller Parent has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (ix) all material Taxes required to be withheld, collected or deposited included by the Company (or Interest Seller to in the extent the nonpayment of such Taxes would adversely impact the Company) have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and all federal, state or local income, gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security and Medicare, employment or unemployment contributions, real property, personal property, sales,most recent Company Financial Statements.

Taxes; Tax Returns. For periods commencing on (a) The Company has or after January 1, 2012, except within two business days from the date hereof will deliver to Parent copies of the federal income tax returns of the Company for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on Schedule 3.8(a): (i) the Disclosure Schedule, each of the Company and its Subsidiaries for which it files returns has duly and timely filed in correct form all material Tax Returns federal, state and local information returns and tax returns required to be filed by it and such Subsidiaries on or on behalf prior to the date hereof (all such returns to the knowledge of the Company being accurate and complete in all material respects) and, to the knowledge of the Company, has duly paid or made provision for the Propertypayment of all taxes and other governmental charges which have been incurred or are due or claimed to be due from them by any Governmental Authority (including, without limitation, 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 Transferred AssetDisclosure Schedule, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Seller Parties Company. The liabilities and reserves for taxes in the Seller Parent (Company Financial Statements are sufficient to the extent best of the nonfiling Company's knowledge in the aggregate for the payment of Tax Returns would adversely impact all unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30, 1996 or for any year or period prior thereto, and for which the Company 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 of the Company, the Property (i) proper and the Transferred Asset) accurate amounts have been timely filed; withheld by the Company and its Subsidiaries from their 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) all such Tax Returns federal, state and local returns which are true, correct accurate and complete in all material respects and have been posted filed by the Company and each of its Subsidiaries for all periods for which returns were due with respect to the Data-Room; income tax withholding, Social Security and unemployment taxes and (iii) all material Taxes (the amounts shown as due on such Tax Returns or otherwise) returns to be due and payable with respect to the Company, the Property and the Transferred Asset (and the Seller Parties and the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset) have been timely paid; (iv) there are no pending orpaid in full, to the Knowledge of the Seller Parties or the Seller Parent, threatened actions or proceedings for the assessment or collection of material Taxes against the Company, the Property or the Transferred Asset (or the Seller Parties or the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset); (v) there are no Liens for any material Taxes on any assets of the Company (or on any assets of the Seller Parties or the Seller Parent, to the extent such Liens would adversely impact the Company, the Property or the Transferred Asset) other than liens for Taxes not yet due or payable or which Interest Seller or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.8(a); (vi) to the Knowledge of the Seller Parties or the Seller Parent, no claim adequate provision therefore has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property or the Transferred Asset) that any of such Parties is or may be subject to taxation by that jurisdiction; (vii) the Company is not a party to a Tax allocation or sharing agreement or similar agreement (and none of the Interest Seller, the Seller Parties or the Seller Parent is a party to such an agreement, to the extent the obligations of the Interest Seller, the Seller Parties or the Seller Parent under any such agreement would adversely impact the Company, the Property or the Transferred Asset); (viii) none of the Company, the Interest Seller, the Seller Parties or the Seller Parent has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (ix) all material Taxes required to be withheld, collected or deposited included by the Company (or Interest Seller to in the extent the nonpayment of such Taxes would adversely impact the Company) have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and all federal, state or local income, gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security and Medicare, employment or unemployment contributions, real property, personal property, sales,most recent Company Financial Statements.

Taxes; Tax Returns. For periods commencing on (a) The Company has or after January 1, 2012, except within two business days from the date hereof will deliver to Parent copies of the federal income tax returns of the Company for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on Schedule 3.8(a): (i) the Disclosure Schedule, each of the Parent and its Subsidiaries for which it files returns has duly and timely filed in correct form all material Tax Returns federal, state and local information returns and tax returns required to be filed by it and such Subsidiaries on or on behalf prior to the date hereof (all such returns to the knowledge of the CompanyParent being accurate and complete in all material respects) and, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent knowledge of the nonfiling Parent, has duly paid or made provision for the payment of Tax Returns would adversely impact the Company, the Property all taxes and the Transferred Asset) other governmental charges which have been timely filed; incurred or are due or claimed to be due from them by any Governmental Authority (including, without limitation, 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 Disclosure Schedule, (ii) have not been finally determined or (iii) that would have a Material Adverse Effect on the Parent. The liabilities and reserves for taxes in the Parent Financial Statements are sufficient in the aggregate for the payment of all such Tax Returns unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended September 30, 1996 or for any year or period prior thereto, and for which the Parent 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 of the Parent, (i) proper and accurate amounts have been withheld by the Parent and its Subsidiaries from their 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 returns which are true, correct accurate and complete in all material respects and have been posted filed by the Parent and each of its Subsidiaries for all periods for which returns were due with respect to the Data-Room; income tax withholding, Social Security and unemployment taxes and (iii) all material Taxes (the amounts shown as due on such Tax Returns or otherwise) returns to be due and payable with respect to the Company, the Property and the Transferred Asset (and the Seller Parties and the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset) have been timely paid; (iv) there are no pending or, to the Knowledge of the Seller Parties or the Seller Parent, threatened actions or proceedings for the assessment or collection of material Taxes against the Company, the Property or the Transferred Asset (or the Seller Parties or the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset); (v) there are no Liens for any material Taxes on any assets of the Company (or on any assets of the Seller Parties or the Seller Parent, to the extent such Liens would adversely impact the Company, the Property or the Transferred Asset) other than liens for Taxes not yet due or payable or which Interest Seller or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.8(a); (vi) to the Knowledge of the Seller Parties or the Seller Parent, no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property or the Transferred Asset) that any of such Parties is or may be subject to taxation by that jurisdiction; (vii) the Company is not a party to a Tax allocation or sharing agreement or similar agreement (and none of the Interest Seller, the Seller Parties or the Seller Parent is a party to such an agreement, to the extent the obligations of the Interest Seller, the Seller Parties or the Seller Parent under any such agreement would adversely impact the Company, the Property or the Transferred Asset); (viii) none of the Company, the Interest Seller, the Seller Parties or the Seller Parent has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (ix) all material Taxes required to be withheld, collected or deposited by the Company (or Interest Seller to the extent the nonpayment of such Taxes would adversely impact the Company) have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to in full, or adequate provision therefore has been included by the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and all federal, state or local income, gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security and Medicare, employment or unemployment contributions, real property, personal property, sales,Parent in the most recent Parent Financial Statements.

Taxes; Tax Returns. For periods commencing on or after January 1, 2012, except as set forth on Schedule 3.8(a): Tax Treatment. (ia) Parent and each of its subsidiaries has duly filed all material Tax Returns required to be filed by it on or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (prior to the extent the nonfiling date of Tax Returns would adversely impact the Company, the Property and the Transferred Asset) have been timely filed; this Agreement (ii) all such Tax Returns are true, correct returns being accurate and complete in all material respects respects) and has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local Tax Authorities other than (i) Taxes that (a) are not yet delinquent or (b) are being contested in good faith, have not been finally determined and have been posted to the Data-Room; adequately reserved against or (iiiii) all material Taxes (shown as due on such Tax Returns or otherwiseTaxes as to which the failure to file, pay or make provision for would not, individually or in the aggregate, reasonably be expected to have a Strawberry Material Adverse Effect. The period (including any extensions) due within which the IRS may assess federal income Taxes against Parent and payable its subsidiaries has closed with respect to all taxable years through and including the Companyfiscal year ended June 30, the Property 1999 and the Transferred Asset (and the Seller Parties and the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset) have any liability with respect thereto has been timely paid; (iv) there satisfied. There are no pending ordisputes pending, or claims asserted, for Taxes or assessments upon Parent or any of its subsidiaries for which Parent does not have adequate reserves that would, individually or in the aggregate, reasonably be expected to have a Strawberry Material Adverse Effect. Neither Parent nor any of its Subsidiaries joins or has joined in the Knowledge filing of the Seller Parties any affiliated, aggregate, consolidated, combined or the Seller Parentunitary federal, threatened actions or proceedings state, local and foreign Tax Return other than consolidated Tax Returns for the assessment or collection affiliated group of material Taxes against its corporations of which Parent is the Companycommon parent, the Property or the Transferred Asset (or the Seller Parties or the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset); (v) there are no Liens for any material Taxes on any assets of the Company (or on any assets of the Seller Parties or the Seller Parent, to the extent such Liens would adversely impact the Company, the Property or the Transferred Asset) other than liens for Taxes not yet due or payable or which Interest Seller or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.8(a); (vi) to the Knowledge of the Seller Parties or the Seller Parent, no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller neither Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property or the Transferred Asset) that nor any of such Parties is or may be subject to taxation by that jurisdiction; (vii) the Company is not a party to a Tax allocation or sharing agreement or similar agreement (and none of the Interest Seller, the Seller Parties or the Seller Parent its Subsidiaries is a party to any agreement providing for the allocation or sharing of Taxes with any person that is not a member of such affiliated group. Neither Parent nor any of its subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreementagreement or arrangement exclusively between or among Parent and its subsidiaries). Within the past two years, neither Parent nor any of its subsidiaries has been a "distributing corporation" or a "controlled corporation" in a distribution intended to the extent the obligations qualify under Section 355(a) of the Interest Seller, Code. No disallowance of a deduction under Sections 162(m) or 280G of the Seller Parties Code for employee remuneration of any amount paid or the Seller payable by Parent or any of its subsidiaries under any contract, plan, program or arrangement or understanding would, individually or in the aggregate, reasonably be expected to have a Strawberry Material Adverse Effect. Parent and its subsidiaries have complied with the requirements of Code Section 409A (and its related reporting and withholding requirements), for all amounts paid or payable under any contract, plan, program or arrangement or understanding except where such agreement failure to comply would adversely impact not, individually or in the Companyaggregate, the Property or the Transferred Asset); (viii) none of the Company, the Interest Seller, the Seller Parties or the Seller Parent has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (ix) all material Taxes required reasonably be expected to be withheld, collected or deposited by the Company (or Interest Seller to the extent the nonpayment of such Taxes would adversely impact the Company) have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and all federal, state or local income, gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security and Medicare, employment or unemployment contributions, real property, personal property, sales,a Strawberry Material Adverse Effect.

Taxes; Tax Returns. For periods commencing on or after January 1, 2012, except (a) The Company has delivered to Parent copies of the federal income tax returns of the Company for each of the last three fiscal years and all schedules and exhibits thereto. Except as set forth on Schedule 3.8(a): (i) the Disclosure Schedule, the Company has duly and timely filed in correct form all material Tax Returns federal, state and local information returns and tax returns required to be filed by it on or on behalf prior to the date hereof (all such returns to the knowledge of the Company being accurate and complete in all material respects) and, to the knowledge of the Company, has duly paid or made provision for the Propertypayment of all taxes and other governmental charges which have been incurred or are due or claimed to be due from them by any Governmental Authority (including, without limitation, 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 Transferred AssetDisclosure Schedule, (ii) have not been finally determined or (iii) that would not have a Material Adverse Effect on the Seller Parties Company. The liabilities and reserves for taxes in the Seller Parent (Company Financial Statements are sufficient to the extent best of the nonfiling Company's knowledge in the aggregate for the payment of Tax Returns would adversely impact all unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed or accrued, for the period ended December 31, 2000, or for any year or period prior thereto, and for which the Company 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 Company, the Property (i) proper and the Transferred Asset) accurate amounts have been timely filed; withheld by the Company 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) all such Tax Returns federal, state and local returns which are true, correct accurate and complete in all material respects and have been posted filed by the Company for all periods for which returns were due with respect to the Data-Room; income tax withholding, Social Security and unemployment taxes and (iii) all material Taxes (the amounts shown as due on such Tax Returns or otherwise) returns to be due and payable with respect to the Company, the Property and the Transferred Asset (and the Seller Parties and the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset) have been timely paid; (iv) there are no pending orpaid in full, to the Knowledge of the Seller Parties or the Seller Parent, threatened actions or proceedings for the assessment or collection of material Taxes against the Company, the Property or the Transferred Asset (or the Seller Parties or the Seller Parent, to the extent the nonpayment of such Taxes would adversely impact the Company, the Property or the Transferred Asset); (v) there are no Liens for any material Taxes on any assets of the Company (or on any assets of the Seller Parties or the Seller Parent, to the extent such Liens would adversely impact the Company, the Property or the Transferred Asset) other than liens for Taxes not yet due or payable or which Interest Seller or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.8(a); (vi) to the Knowledge of the Seller Parties or the Seller Parent, no claim adequate provision therefore has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property or the Transferred Asset) that any of such Parties is or may be subject to taxation by that jurisdiction; (vii) the Company is not a party to a Tax allocation or sharing agreement or similar agreement (and none of the Interest Seller, the Seller Parties or the Seller Parent is a party to such an agreement, to the extent the obligations of the Interest Seller, the Seller Parties or the Seller Parent under any such agreement would adversely impact the Company, the Property or the Transferred Asset); (viii) none of the Company, the Interest Seller, the Seller Parties or the Seller Parent has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (ix) all material Taxes required to be withheld, collected or deposited included by the Company (or Interest Seller to in the extent the nonpayment of such Taxes would adversely impact the Company) have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and all federal, state or local income, gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security and Medicare, employment or unemployment contributions, real property, personal property, sales,most recent Company Financial Statements.