definiens: and, collectively, mean any and all federal, state and local taxes ofany country, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, stamp transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with allinterest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangementswith any other Person with respect to such amounts and including any liability for taxes of a predecessor entity;(b ) Target has prepared and timely filed all returns, estimates, information statements and reports required to be filed withany taxing authority ( ) relating to any and all Taxes concerning or attributable to Target or its operations with respect toTaxes for any period ending on or before the Closing Date and such Returns are true and correct and have been completed inaccordance with applicable law . All Taxes due and owing ( whether or not shown on any Return ) have been paid when due;(c ) As of the Agreement Date Target has, and as of the Closing Date Target will have, ( i ) timely withheld from itsemployees, independent contractors, customers, stockholders, and other Persons from whom it is required to withhold Taxes incompliance with all applicable law, and ( ii ) timely paid all amounts so withheld to the appropriate Governmental Entity or taxingauthority;(d ) During the period of all unexpired applicable statutes of limitations, Target has not been delinquent in the payment ofany Tax . There is no Tax deficiency outstanding or assessed or proposed against Target that is not reflected as a liability on theTarget Financial Statements, nor has Target executed any agreements or waivers extending any statute of limitations on or extendingthe period for the assessment or collection of any Tax;(e ) Target does not have any liabilities for unpaid Taxes that have not been accrued for or reserved on the Target BalanceSheet, whether asserted or unasserted, contingent or otherwise and Target has no Knowledge of any basis for the assertion of anysuch liability attributable to Target, its assets or operations;(f ) Target is not a party to any tax - sharing agreement or similar arrangement with any other party, and Target has notassumed any obligation to pay any Tax obligations of, or with respect to any transaction relating to, any other Person or agreed toindemnify any other Person with respect to any Tax ; 38 ( g ) Target ’s Returns have never been audited by a government or taxing authority, nor is any such audit in process orpending, and Target has not been notified in writing by any government or taxing authority of any request for such an audit or otherexamination;(h ) Target has never been a member of an affiliated group of corporations filing a consolidated federal income tax return;(i ) Target has made available to Acquiror copies of all material Returns filed for the three fiscal years prior to theAgreement Date;(j ) Target has never been a United States Real Property Holding Corporation within the meaning of Section 897(c)(2 ) ofthe Code;(k ) Target has not constituted either a or a in a distribution of stockqualifying for tax - free treatment under Section 355 of the Code ( i ) in the two years prior to the Agreement Date or ( ii ) in adistribution which could otherwise constitute part of a or ( within the meaning of Section355(e ) of the Code ) in conjunction with the Closing;(l ) Target has not agreed to make, nor is required to make, any adjustment under Section 481 of the Code or correspondingprovision of state, local or foreign law by reason of any change in accounting method;(m ) Target has complied with applicable information reporting and record maintenance requirements of Sections 6038,6038A and 6038B of the Code and the regulations thereunder;(n ) Target has never been a party to any joint venture, partnership or other agreement that could be treated as a partnershipfor Tax purposes;(o ) There are ( and immediately following the Closing there will be ) no liens or encumbrances on the assets of Targetrelating to or attributable to Taxes, other than liens for Taxes not yet due and payable;(p ) Target has neither requested nor received any private letter ruling from the Internal Revenue Service or comparablerulings from any other government or taxing agency ( domestic or foreign);(q ) No power of attorney with respect to Taxes has been granted with respect to Target;(r ) Target has not distributed any cash to any stockholder prior to the Closing Date for any reason, including as adividend, repurchase, or redemption;(s ) No claim has been made by a taxing authority ( domestic or foreign ) in a jurisdiction where Target does not file Returnsto the effect that Target may be subject to Tax by that jurisdiction ; 39 ( t ) Target will not be required to include any item of income in, or exclude any item of deduction from, taxable income forany taxable period ( or portion thereof ) ending after the Closing Date as a result of any : ( A ) as described inSection 7121 of the Code ( or any corresponding or similar provision of state, local or foreign income Tax law ) executed on or priorto the Closing Date ; ( B ) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502of the Code ( or any corresponding or similar provision of state, local or foreign income Tax law ) ; ( C ) installment sale or opentransaction disposition made on or prior to the Closing Date ; or ( D ) prepaid amount received on or prior to the Closing Date ; and(u ) Notwithstanding anything in this Agreement and/or in this Section 3.23 to the contrary, neither Target norStockholder ’s Agent makes any representation or warranty regarding the extent to which any of the tax attributes ( including netoperating loss carryforwards and general business credits ) of Target are or may be limited by Section 382 or 383 of the Code ( or anycomparable provisions of any applicable state or local tax laws ) for any period ending on or prior to the Closing Date . NeitherTarget nor Stockholder ’s Agent ( nor any other person or entity ) has made any determination as to whether or to what extent Targethas undergone an ownership change within the meaning of Section 382(g ) of the Code ( or comparable provisions of any applicablestate or local tax laws ) and, therefore, the Target may have undergone one or more such ownership changes . Notwithstanding anyother provision in this Agreement to the contrary, the Target did not provide any information on its Returns with respect toSection 382 matters and to the extent such an ownership change occurred, the Target did not meet the reporting requirements ofTreasury Regulation Section 1.382 - 11(a ) ( or comparable provisions of any applicable state or local tax laws or regulations )