definiens: within the meaning of Code Section 542 . The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge . None of the Company 's federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited ( or are the subject of an audit ) by governmental authorities . Since the date of the Financial Statements, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period . The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes ( including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes ) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories . As used herein, ' TaxTaxes " means, with respect to any person or entity, ( A ) all income Taxes ( including any tax on or based upon net income, or gross income, or income as specially defined, or earnings, or profits, or selected items of income, earnings or profits ) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, alternative or add - on minimum taxes, customs duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority ( domestic or foreign ) on such person or entity and ( B ) any liability for the payment of any amount of the type described in the immediately preceding clause ( A ) as a result of ( 1 ) being a ( within the meaning of Section 6901 of the Code or any other applicable law ) of another person or entity, ( 2 ) being a member of an affiliated, combined, consolidated or unitary group or ( 3 ) any contractual liability