Common use of Tax Matters Clause in Contracts

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.

Tax Matters. (a) Xxxxxxxx is hereby designated, and agrees to act, at the direction of the Board, as the “tax matters partner” (as defined in Section 6231 of the Code) (the “Tax Matters Partner”) for the Company. In carrying out its duties as Tax Matters Partner, Xxxxxxxx agrees: (i) The to not take any material action in its capacity as Tax Matters Partner on behalf of the Company without prior Unanimous Member Approval; and each of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) all such Tax Returns are complete to deliver to GE in a timely manner, but no later than seven (7) Business Days following receipt of any material notices, documents or correspondence, copies of any and accurate in all material respectsnotices, disclose material documents or other material correspondence addressed to the Company that Xxxxxxxx receives in its capacity as Tax Matters Partner, or to the Tax Matters Partner on the Company’s behalf, from any taxing jurisdiction. Notwithstanding the foregoing, the extension of any statute of limitations, the making of any material tax election or the filing or settlement of any material action or material suit shall require the prior written consent of all Taxes required of the Members. In its capacity as Tax Matters Partner, Xxxxxxxx shall (A) have only the duties applicable to tax matters partners specified in the Code, (B) not be paid held liable for Liabilities for any actions or omissions other than for Liabilities arising out of its actions or omissions that constitute fraud or willful disregard of the provisions of the Code applicable to tax matters partners, and (C) be indemnified and held harmless by the Company or for any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing Liabilities reasonably incurred by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters [***] Confidential treatment has been requested by any foreignfor the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. connection with its actions, federalomissions, state and status as Tax Matters Partner so long as such Liability is not attributable to its fraud or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties willful disregard of the Company or any provisions of its Subsidiaries except Liens relating the Code applicable to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning tax matters partners. The reasonable costs and expenses incurred by Xxxxxxxx as a Tax Matters Partner shall be borne by the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.

Tax Matters. (a) (i) The Company and each of its Subsidiaries Parent has timely duly filed all income and other material Tax Returns which are required to be filed by it; (ii) all such Tax Returns are complete , and accurate in has paid all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due which have become due; (ii) all such Tax Returns are true, correct and owing complete and accurate in all material respects; (iii) there is no Action, pending or proposed in writing, with respect to a material amount of Taxes of Parent; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of Parent for which a Lien may be imposed on any of Parent’s assets has been waived or extended (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), which waiver or extension is in effect; (v) the Company has collected and remitted to the applicable Taxing Authority all material sales Taxes required to be collected by it and has the Company; (vi) Parent duly withheld or collected and paid over to the appropriate taxing authority applicable Taxing Authority all material Taxes which it is required to be withheld or collected by law to withhold or to collect for payment from Parent in connection with any amounts paid or owing to any employee, stockholdercreditor, creditor independent contractor or other third party; (ivvii) neither Parent has not requested any letter ruling from the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; IRS (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by comparable ruling form any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet dueother Taxing Authority); (viii) there are is no material unresolved questions Lien (other than Permitted Liens) for Taxes upon any of the assets of Parent; (ix) Parent has not received any written request from a Taxing Authority in a jurisdiction where Parent has not paid any Tax or claims concerning filed Tax Returns asserting that Parent is or may be subject to Tax in such jurisdiction, and Parent does not have a permanent establishment (within the Company’s meaning of an applicable Tax treaty) or other fixed place of business in a country other than the country in which it is organized; (x) Parent is not a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); (xi) Parent has not been a member of an “affiliated group” within the meaning of Section 1504(a) of the Code filing a consolidated federal income Tax Return (other than a group the common parent of which was the Parent); (xii) Parent has no liability for the Taxes of any other Person: (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of its Subsidiaries’ Tax liabilityapplicable Law), (2) as a transferee or successor or (3) otherwise by operation of applicable Law; (xiii) the Parent is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and (ixxiv) the Company is not and Parent has not been an S corporationa party to any “listed transaction” as defined in Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)(2).

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed all All Tax Returns required to be have been filed by itor with respect to GWG and its Subsidiaries have been timely filed (taking into account any extension of time to file granted or obtained); (ii) all such Tax Returns are complete Taxes due and accurate in all material respects, disclose all Taxes required to be paid payable by the Company or any of GWG and its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on any Tax Return) have been paid or will be timely paid (other than those Taxes being contested in good faith and for which adequate reserves have been established in the GWG Reports); (iii) no deficiency for any Tax has been asserted, proposed or assessed by a Governmental Authority against GWG and its Subsidiaries that has not been satisfied by payment, settled or withdrawn or that are being contested in good faith through appropriate proceedings; (iv) no audit or other Action by any Governmental Authority is pending or threatened in writing; (v) there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection, assessment or reassessment of, Taxes due from GWG and its Subsidiaries for any taxable period and no request for any such waiver is currently pending; (vi) neither GWG nor its Subsidiaries are subject to any pending tax collection suit, proceeding or claim that in any way could result in any liability; (vii) neither GWG nor its Subsidiaries are a party or subject to any material tax deficiency or infraction notice, proceeding or claim of assessment, collection or debt in arrears regarding any Taxes, either in court or in the administrative sphere; (viii) neither GWG nor its Subsidiaries are a party to any Tax Returnsallocation or sharing agreement; (ix) due GWG and owing by it and has its Subsidiaries have withheld and paid over to the appropriate taxing authority all Taxes which required to have been withheld and paid by it is required by law to withhold or to collect for payment from in connection with amounts paid or owing to any employee, stockholderindependent contractor, creditor creditor, stockholder or other third party; party and (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (viix) there are no Tax Liens for Taxes upon the on any assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of GWG and its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.

Tax Matters. (a) Except as otherwise disclosed in Schedule 4.9, ------------ (i) The Company and each of its Subsidiaries the Buyer has timely filed (or joined in the filing of) when due all Tax Returns required by applicable law to be filed by itwith respect to the Buyer and all Taxes shown to be due on such Tax Returns have been paid; (ii) all such Tax Returns are were true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by respects as of the Company or any time of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationssuch filing; (iii) the Company or its Subsidiaries has timely paid all Taxes relating to periods ending on or before the Closing Date owed by the Buyer (whether or not shown on any Tax Return) or to which the Buyer may be liable under Treasury Regulations (S) 1.1502-6 (or analogous state or foreign provisions) by virtue of having been members of any "affiliated group" (or other group filing on a combined or unitary basis) at any time on or prior to the Closing Date, if required to have been paid, have been paid (except for Taxes which are being contested in good faith); (iv) any liability of the Buyer for Taxes not yet due and payable, or which are being contested in good faith, has been provided for on the financial statements of the Buyer in accordance with and to the extent required by GAAP; (v) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Buyer in respect of any Tax or assessment, nor is any claim for additional Tax or assessment asserted by any Tax authority; (vi) no material claim has been made by any Tax authority in a jurisdiction where the Buyer does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction, nor to the Buyer's knowledge is any such assertion threatened; (vii) there is no outstanding request for any extension of time within which to pay any Taxes or file any Tax Returns; (viii) due there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Buyer; (ix) no property of the Buyer is "tax-exempt use property" within the meaning of Section 168(h) of the Code; (x) the Buyer is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954; (xi) the Buyer has not filed any agreement or consent under Section 341(f) of the Code; (xii) the Buyer is not a "foreign person" within the meaning of Section 1445 of the Code; (xiii) the Buyer is not a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; and owing by it and (xiv) the Buyer has withheld and paid over all material Taxes required to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from be withheld in connection with any amounts paid or owing to any employee, stockholdercreditor, creditor independent contractor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.

Tax Matters. Regardless of any action the Company or Optionee's employer (athe "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Optionee's responsibility and that the Company and/or the Employer (i) The Company make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and each receipt of its Subsidiaries has timely filed all Tax Returns required to be filed by itany dividends; and (ii) do not commit to structure the terms or the grant or any aspect of this Option to reduce or eliminate Optionee's liability for Tax-Related Items. Prior to the exercise of this Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to withhold all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required applicable Tax-Related Items legally payable by Optionee from Optionee's wages or other cash compensation paid to be paid Optionee by the Company and/or the Employer or any from proceeds of its Subsidiaries the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for the periods covered thereby and have been prepared sale of Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in compliance with all applicable laws and regulations; (iii) Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. In addition, Optionee shall pay the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to Employer any employee, stockholder, creditor or other third party; (iv) neither the Company nor any amount of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of Tax-Related Items that the Company or any the Employer may be required to withhold as a result of its Subsidiaries, Optionee's participation in the Plan or Optionee's purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and no information refuse to deliver the Shares if Optionee fails to comply with Optionee's obligations in connection with the Tax-Related Items. Although Optionee is being provided in the Plan prospectus a description of certain tax consequences of transactions related to Tax matters has been requested by any foreignthe Option, federal, state or local taxing authority; (vii) there are no Liens Optionee remains responsible for Taxes upon the assets or properties of all such tax consequences and the Company or shall not be deemed to provide any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationindividual tax advice with respect thereto.

Tax Matters. (a) If any payment or benefit which the Executive would receive pursuant to a Change in Control from the Company or otherwise (collectively, the "Payments") would (i) The Company constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code'), and each of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) all but for this Section 24(a) of this Agreement, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Executive will be entitled to receive either (A) the full amount of the Payments; or (B) a portion of the Payments having a value equal to one dollar ($1.00) less than three (3) times Executive's "base amount" (as such Tax Returns are complete term is defined in Section 280G(b)(3)(A) of the Code) (the "Safe Harbor Amount"), whichever of clauses (A) and accurate (B), after taking into account applicable federal, state, and local income taxes and the Excise Tax, results in all material respectsthe receipt by the Executive on an after-tax basis, disclose all Taxes required of the greater portion of the Payments. If a reduction in the Payments is necessary, such reduction shall occur in the following order: reduction in cash payments; cancellation of accelerated vesting of stock awards; reduction in employee benefits. In the event that acceleration of vesting of stock award compensation is to be paid reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive's stock awards. Any determination required under this provision shall be made in writing by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes independent public accountant of the Company or any of its Subsidiariesanother entity reasonably approved by the Company and the Executive (the "Accountants"), whose determination shall be conclusive and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens binding for Taxes all purposes upon the assets or properties Company and Executive. If a reduction of the Company or Payments is necessary, then the Accountants have the authority to cut back any Payments by the minimum possible amount allowable under the law. All fees and expenses of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims the Accountants shall be borne solely by the Company. For purposes of making any calculation required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the Company’s or any application of its Subsidiaries’ Tax liability; Sections 280G and (ix) 4999 of the Company is not and has not been an S corporationCode.

Tax Matters. (a) Except as set forth in Schedule 3.12, ----------- (i) The Company and each of its Subsidiaries has timely filed all material Tax Returns that are required to be filed by itor with respect to the Seller's Group, including the Company and its Subsidiary, have been timely and duly filed, and such Tax Returns are true, correct and complete in all material respects; (ii) all such material Taxes shown to be due on the Tax Returns are complete and accurate referred to in all material respects, disclose all Taxes required to be paid by the Company clause (i) or any of its Subsidiaries for the periods covered thereby and otherwise due have been prepared paid in compliance with all applicable laws and regulationsfull; (iii) the Tax Returns referred to in clause (i) have been examined by the IRS or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, and no notice has been received by Seller's Group regarding an actual or threatened examination for a taxable period for which the period of assessment of Taxes has not expired and for which the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partySubsidiary may be liable; (iv) all material deficiencies asserted or assessments made as a result of such examinations have been paid in full; (v) no material issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending; (vi) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of the Seller's Group; (vii) no tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transfer contemplated by this Agreement; (viii) no consent under Section 341(f) of the Code has been or will be filed with respect to the Company or the Subsidiary; (ix) there are no Tax liens on any assets of the Company or its Subsidiary except for Tax liens in respect of Taxes not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings; (x) neither Seller nor the Subsidiary is a party to any agreement or arrangement that would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code; and (xi) neither the Company nor its Subsidiary has or is projected to have any of its Subsidiaries has waived amount includible in income under Sections 951 or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge 1293 of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationCode.

Tax Matters. (a) (i) The Company Sicor and each of its Subsidiaries has (A) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by it; (ii) any of them as of the date hereof and all such filed Tax Returns are complete and accurate in all material respects, disclose ; (B) (I) have timely paid all Taxes required to be paid by the Company that are shown as due on such filed Tax Returns or that Sicor or any of its Subsidiaries for are obligated to pay without the periods covered thereby filing of a Tax Return, except with respect to Taxes that are being contested in good faith, and have been prepared in compliance (II) no material penalties or charges are due with all applicable laws and regulationsrespect to the late filing of any Tax Return required to be filed by or with respect to any of them on or before the Effective Time; (iiiC) with respect to all material Tax Returns filed by or with respect to any of them, have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (D) except as set forth on Section 5.1(n) of the Company Sicor Disclosure Schedules, as of the date hereof, do not have any deficiency, audit, examination, investigation or other proceeding in respect of Taxes or Tax matters pending or proposed or threatened in writing; and (E) have provided adequate reserves in the most recent consolidated financial statements of Sicor and its Subsidiaries, as disclosed in the Sicor Reports, for any material Taxes of Sicor on any of its Subsidiaries has timely paid all Taxes (that have not been paid, whether or not shown as being due on such any Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.

Tax Matters. (a) Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) The the Company and each of its Subsidiaries has timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due and payable by the Company; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, respects and disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationsCompany; (iii) except as set forth on Schedule 5.22(a) of the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on Disclosure Schedules, no such Tax Returns) due and owing Returns have been examined by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyrelevant Taxing Authority; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no actionAction, suitpending or proposed in writing, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or for which a Lien may be imposed upon any of its Subsidiaries, and the Company’s assets; (v) no information related to Tax matters statute of limitations in respect of the assessment or collection of any Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been requested waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) the Company has complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by any foreign, federal, state or local taxing authoritythe Company; (vii) there are is no Liens Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company; (x) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or properties request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the meaning of Section 7121 of the Code or any analogous provision of the applicable Law), with respect to the Company; (xi) except as set forth on Schedule 5.22(a)(xi) of the Company Disclosure Schedules, within the last 3 years no claim has been made by a Taxing Authority in a jurisdiction where the Company has not paid any tax or any of its Subsidiaries except Liens relating filed Tax Returns, asserting that the Company is or may be subject to current Taxes not yet dueTax in such jurisdiction; (viiixii) there are no material unresolved questions except as set forth on Schedule 5.22(a)(xiii) of the Company Disclosure Schedules, the Company is not, and has never been, a party to any Tax sharing or claims concerning Tax allocation Contract, other than any customary commercial contract the Company’s or any principal subject of its Subsidiaries’ Tax liabilitywhich is not Taxes; and (ixxiv) except for the consolidated group of which Sorrento is the parent, the Company is not currently and has not never been an S corporationincluded in any consolidated, combined or unitary Tax Return other than a Tax Return that includes only the Company.

Tax Matters. (a) Except as would not be reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) The Company each Parent Party has duly and each of its Subsidiaries has timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, and disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationspaid; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing Returns have been examined by it and the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyexpired; (iv) neither there is no Action, pending or proposed in writing or, to the Company nor knowledge of the Parent Parties, threatened, with respect to Taxes of the Parent Parties or for which a Lien may be imposed upon any of its Subsidiaries has waived or been requested to waive any the Parent Parties’ assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Parent Parties for which a Lien may be imposed on any of the Parent Parties’ assets has been waived or extended, which waiver or extension is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension , except for automatic extensions of time within which to file any Tax ReturnReturns obtained in the ordinary course of business; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge knowledge of the CompanyParent Parties, proposed the Parent Parties have complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or threatened with respect collected, paid over to the applicable Taxing Authority and reported all Taxes of (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityPurchase Parties; (vii) there are is no Liens Lien (other than Permitted Liens) for Taxes upon any of the assets or properties of the Company Parent Parties; (x) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the meaning of Section 7121 of the Code or any analogous provision of its Subsidiaries except Liens relating the applicable Law), with respect to current Taxes not yet duethe Parent Parties; (viiixi) there are within the last three years, no material unresolved questions claim has been made by a Taxing Authority in a jurisdiction where the Parent Parties have not paid any tax or claims concerning filed Tax Returns, asserting that the Company’s or any of its Subsidiaries’ the Parent Parties is or may be subject to Tax liabilityin such jurisdiction; (xii) no Parent Party is, or has ever been, a party to any Tax sharing or Tax allocation Contract, other than any customary commercial contract the principal subject of which is not Taxes; and (ixxiv) neither Parent Party is currently or has ever been included in any consolidated, combined or unitary Tax Return other than a Tax Return that includes only the Company is not and has not been an S corporationParent Parties.

Tax Matters. (a) From the date of this Agreement until the Effective Time, without the prior written consent of Parent (i) The Company and each of its Subsidiaries has timely filed all Tax Returns required to which consent shall not be filed by it; (ii) all such Tax Returns are complete and accurate in all material respectsunreasonably withheld, disclose all Taxes required to be paid by the Company conditioned or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employeedelayed), stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived shall (i) make or been requested change any Tax election; (ii) change any annual Tax accounting period; (iii) adopt or change any method of tax accounting; (iv) enter into any closing agreement with respect to waive any statute of limitations in respect of Taxes which waiver is currently in effectTaxes; (v) neither consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment (other than (A) with respect to the claims and assessments set forth in Section 6.05 of the Company nor any of its Subsidiaries is currently the beneficiary of Disclosure Schedule, any extension or waiver of time within which the limitations period for a period not to file exceed six months and (B) with respect to other claims and assessments, any Tax Returnextension or waiver of the limitations period for a period not to exceed 12 months); (vi) there is no action, suit, investigation, audit, claim file any amended Tax Returns or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to claims for Tax matters has been requested by any foreign, federal, state or local taxing authorityrefunds; (vii) there are no Liens for Taxes upon settle or surrender any material Tax claim, audit or assessment (A) with respect to the assets claims, audits, or properties assessments set forth in Section 6.05 of the Company Disclosure Schedule, for an amount materially in excess of amounts reserved, and (B) with respect to any other claims, audits, or any assessments, for an amount in excess of its Subsidiaries except Liens relating to current Taxes not yet due$1,000,000, individually; or (viii) there are no material unresolved questions surrender any right to claim a Tax refund, or claims concerning the Company’s offset or any of its Subsidiaries’ other reduction in Tax liability, in each case, in lieu of a Tax refund, if the amount of the Tax refund, offset or other reduction in Tax liability so surrendered exceeds $1,000,000; and except (ixx) with respect to each of clauses (i) through (viii), as may be required by Applicable Law or as set forth in Section 6.05 of the Company Disclosure Schedule or (y) with respect to each of clauses (i) through (vi), as would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the Company that is not and has not been an S corporationmaterial.

Tax Matters. The payment of any amount pursuant to this Agreement shall be subject to all applicable withholding and payroll taxes and other applicable deductions. Notwithstanding any provision to the contrary in this Agreement or in any of TSFG equity plans (aeach, a “Plan”), any payment otherwise required to be made to Executive under any TSFG plan on account of Executive’s “separation from service,” within the meaning of the Section 409A Rules (as defined below), to the extent such payment (after taking into account all exclusions applicable to such payment under the Section 409A Rules) is properly treated as deferred compensation subject to the Section 409A Rules, shall not be made until the first business day after (i) The Company and each the expiration of its Subsidiaries has timely filed all Tax Returns required to be filed by it; six (6) months from the date of Executive’s separation from service, or (ii) all such Tax Returns are complete and accurate in all material respectsif earlier, disclose all Taxes required to the date of Executive’s death (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid by to Executive or, if Executive has died, Executive’s estate, in a single cash lump sum, an amount equal to aggregate amount of the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over payments delayed pursuant to the appropriate taxing authority all Taxes preceding sentence. In the case of each Plan under which Executive is entitled to receive amounts treated as deferred compensation subject to the Section 409A Rules and which provides for payment of such amounts in the form of “a series of installment payments”, as defined in Treas. Reg. §1.409A-2(b)(iii), (A) Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Treas. Reg. §1.409A-2(b)(iii), and (B) to the extent such Plan does not already so provide, it is required by law hereby amended to withhold or to collect for payment from amounts paid or owing to any employeeso provide, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes amounts payable to Executive thereunder. For purposes of this subparagraph, the “Section 409A Rules” shall mean Section 409A of the Company or any of its SubsidiariesCode, the regulations issued thereunder, and no information related to Tax matters has been requested all notices, rulings, and other guidance issued by any foreignthe Internal Revenue Service interpreting same. Notwithstanding the foregoing, federalExecutive shall be solely responsible, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of and the Company and TSFG shall have no liability, for any taxes, acceleration of taxes, interest, or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning penalties arising under the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationSection 409A Rules.

Tax Matters. (a) (i) The Company shall not, and each of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or shall not permit any of its Subsidiaries to, (i) make or rescind any material express or deemed election relating to Taxes (including any election for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) any joint venture, partnership, limited liability company or other investment where the Company has the capacity to make such binding election, but excluding any election that must be made periodically and is made consistent with past practice) except for elections made or its Subsidiaries has timely paid all Taxes (whether changed in the ordinary course of business or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is as required by law to withhold law, (ii) settle or to collect for payment from amounts paid or owing to compromise any employeeclaim, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, litigation, proceeding, arbitration, investigation, auditaudit or controversy relating to Taxes, claim except where the amount of such settlement or assessment pending or, to compromise does not exceed (a) the Knowledge greater of 120% of the amount for such matter listed on the Company's Fin 48 Tax Contingency Reserve Disclosure, proposed dated March 31, 2007 ("Fin 48"), or threatened with respect to Taxes (b) $2.5 million or (iii) change any of its methods of reporting income or deductions for income tax purposes from those employed in the preparation of its income Tax Returns that have been filed for prior taxable years except where such change would not have a material adverse effect on the Tax position of the Company or any and its Subsidiaries taken as a whole. During the period from the date hereof and continuing until the Effective Time, the Company (x) shall keep Parent fully informed of the status of its Subsidiariesdiscussions with any Tax authority in respect of any tax audit for which the balance on the Company's Fin 48 exceeds $2.5 million and shall consult with Parent in respect of, and no information related give Parent the opportunity to participate in devising the strategy for dealing with such Tax authority in the course of such audit, (y) shall not propose in writing any settlement or other resolution to any audit other than as described in (ii) of this section 4.1(i) without Parent's prior consent (which consent shall not be unreasonably withheld or delayed), and (z) shall use reasonable efforts to keep Parent informed of all settlements of matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon which the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning balance on the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation's Fin 48 disclosure exceeds $1.0 million.

Tax Matters. Except as disclosed on Schedule 4.12, (a) (i) The Company and each of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) all such Tax Returns are in respect of the business of the Company and its Subsidiaries on or prior to the Closing Date have been or will be filed when due in timely fashion and were or will be correct and complete and accurate in all material respects, disclose ; (b) all Taxes required shown on such Returns that are due on or prior to the Closing Date have been or will be paid by when due in timely fashion or adequate accruals have been or will be established for the payment of such Taxes; (c) to the knowledge of the Company, there is no action, suit, proceeding, investigation, audit or claim now pending regarding any Taxes relating to the income, properties or operations of the businesses of the Company and its Subsidiaries; (d) there are no agreements for the extension of the time for assessment of any Taxes relating to the income, properties or operations of the businesses of the Company and its Subsidiaries; (e) all Taxes relating to the income, properties or operations of the business of the Company and its Subsidiaries, which Taxes the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it Subsidiary is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to collect for payment from amounts paid the proper authorities to the extent due and payable; and (f) there are no Tax sharing or owing to allocation agreements involving the Company or any employeeSubsidiary and any other entity other than the tax sharing agreement among the Company and certain of its subsidiaries dated September 24, stockholder1993. Except as disclosed on Schedule 4.12, creditor or other third party; (iv) neither the Company nor any Subsidiary has been a member of its Subsidiaries has waived or any Company Group other than the Company Group of which the Company is now a member (other than Company Groups of which it may have been requested a member prior to waive any statute it becoming a member of limitations in respect a Company Group which includes the Company). As a result of Taxes which waiver is currently in effect; (v) neither the transactions contemplated by this Agreement, none of the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which Subsidiary will be obligated to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, make a payment to the Knowledge an individual that would be a "parachute payment" to a "disqualified individual" as those terms are defined in Section 280G of the CompanyCode, proposed without regard to whether such payment is reasonable compensation for personal services performed or threatened with respect to Taxes be performed in the future. Neither the Company nor any Subsidiary has filed a consent under Section 341(f) of the Company or any of its SubsidiariesCode, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationcollapsible corporations.

Tax Matters. (a) Except as set forth in Schedule 3.29: (i) The the Target Company has duly and each of its Subsidiaries has timely filed all Tax Returns (taking into account all available extensions) in all jurisdictions in which Tax Returns are required to be filed by or with respect to it, and has paid all Taxes (whether or not shown on any Tax Returns) which have become due; (ii) all such Tax Returns are true, correct, and complete and accurate in all material respects, respects and disclose all material Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationspaid; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no actionAction, suit, investigation, audit, claim pending or assessment pending proposed or, to the Knowledge of the CompanyOwners, proposed or threatened threatened, with respect to Taxes of the Target Company or for which a Lien may be imposed upon the assets of the Target Company (other than liens for Taxes not yet due and payable) and, to the Knowledge of the Owners, no basis exists therefor; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of its Subsidiariesthe Target Company for which a Lien may be imposed on the asset of the Target Company has been waived or extended, which waiver or extension is in effect; (v) the Target has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes, including sales and use Taxes and amounts required to be withheld for Taxes of employees, independent contractors, creditors, equity holders (including any Owners of the Target Company) or other third parties, and no information related has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Target Company, determined in each case without regard to any provision of the 2020 Tax matters has been requested Acts; (vi) none of the assets of the Target Company is required to be treated as owned by any foreign, federal, state another Person for income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986) or local taxing authorityotherwise; (vii) there are no Liens for Taxes upon none of the assets or properties of the Target Company is “tax-exempt use property” within the meaning of Section 168(h) of the Code, “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code, or subject to a “TRAC lease” under Section 7701(h) of the Code (or any of its Subsidiaries except Liens relating to current Taxes not yet duepredecessor provision); (viii) there is no Lien for Taxes upon any of the Target Company’s Equity Interests or on any of the assets of the Target Company (other than liens for Taxes not yet due and payable); (ix) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement (within the meaning of Section 7121 of the Code or any analogous provision of applicable Law), with respect to the Target Company; (x) no claim has ever been made by a Taxing Authority in a jurisdiction where the Target Company has not paid any Tax or filed Tax Returns, asserting that the Target Company is or may be subject to any Tax or Tax filing obligations in such jurisdiction; (xi) the Target Company has provided to the Acquirer true, complete and correct copies of all income Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2016; (xii) the Target Company is not, nor has ever been, a party to any Tax sharing, Tax allocation or Tax indemnity Contract; (xiii) the Target Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (a) change in method of accounting or use of an improper method of accounting (including pursuant to Section 481 of the Code or any similar provision of the Code or the corresponding Tax Laws of any nation, state or locality) for a taxable period ending on or prior to the Closing Date; (b) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (c) installment sale or open transaction disposition made on or prior to the Closing Date; (d) an intercompany item under Treasury Regulation Section 1.1502-13 or an excess loss account under Treasury Regulation Section 1.1502-19; (e) election under Section 108(i) or Section 965 of the Code; (f) “long-term contracts” that are subject to a method of accounting provided in Section 460 of the Code or any deferred income pursuant to Section 451(c), Section 455 of the Code, or Section 456 of the Code (or any corresponding provision of state or local law), IRS Revenue Procedure 2004-34; (g) interest held in a “controlled foreign corporation” (as that term is defined in Section 957 of the Code) or in any partnership on or before the Closing Date; (h) use of the cash method of accounting for Tax purposes; or (i) prepaid or deferred amount received for a Tax period ending on or prior to the Closing Date; (xiv) the Target Company is not, nor has ever been, included in any consolidated, combined or unitary Tax Return; (xv) there are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any material unresolved questions Taxes of the Target Company or claims concerning the assets of the Target Company’s , no deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against the Target Company; and to the Knowledge of the Owners, no issue has been raised by a Taxing Authority in any prior Action relating to the Target Company with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Target Company for any other period; (xvi) the Target Company is not a party to any Contract for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by the Target Company by reason of Section 162 or 404 of the Code; (xvii) during the last two years, the Target Company has not engaged in any exchange under which gain realized on the exchange was not recognized under Section 1031 of the Code; (xviii) there are no joint ventures, partnerships, limited liability companies, or other arrangements or contracts to which the Target Company is a party and that are reasonably likely to be treated as partnerships for federal income Tax purposes; (xix) the Target Company is and has been at all times since their formation treated as C corporations for federal income Tax purposes and for all similar or corresponding state and local income Tax purposes, will remain C corporations for all such purposes up to and including the Closing Date, and have filed all of their Tax Returns consistent with such treatment and no Tax Authority has taken a position inconsistent with such treatment; (xx) the Target Company is not currently, nor will for any period for which a Tax Return has not been filed be, required to include any adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 263A of the Code (or any corresponding provisions of state, local or foreign Law) as a result of transactions, events or accounting methods employed prior to the transactions contemplated by this Agreement; (xxi) the Target Company has disclosed on its Subsidiaries’ Tax liabilityReturns any Tax reporting position taken which could result in the imposition of penalties under Section 6662 of the Code (or any comparable provisions of state, local or foreign Law); (xxii) the Target Company has not consummated, entered into, or participated in, or is currently participating in, any transaction which was or is a “tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder; (xxiii) the Target Company has not participated in, or is currently participating in (a) a “Listed Transaction” or a “reportable transaction” (within the meaning of Section 6707A of the Code or Treasury Regulations §1.6011-4 or any predecessor thereof) or any transaction requiring disclosure under a corresponding provision of state, local, or foreign Law or (b) any “nondisclosed noneconomic substance transaction” within the meaning of Section 6662(i)(2) of the Code; (xxiv) the Target Company has not been a party to a transaction that does not have economic substance within the meaning of Section 7701(o) of the Code or that fails to meet the requirements of any similar rule of law as used in Section 6662(b)(6) of the Code; (xxv) the unpaid Taxes of the Target Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Balance Sheet (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target Company in filing its Tax Returns; (xxvi) no intangible asset of the Target Company that is acquired directly or indirectly as a result of the Transactions will be subject to Section 197(f)(9) of the Code; (xxvii) the Target Company is on the accrual method of accounting; (xxvii) after the Merger, the Surviving Corporation will own substantially all the assets (as defined for Code Section 368 and applicable Treasury Regulations) of the Target Company; (xxviii) during the past two (2) years, the Target Company has not distributed the stock of another Person, or had their stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361; (xxix) the Target Company has never had a permanent establishment in any country other than the United States; and (ixxxx) the Target Company is not and has not been an S corporationclaimed any employee retention credit or any other Tax credit or Tax benefits under any provision of the 2020 Tax Acts. No amount may be nondeductible under Section 280G of the Code or result in any excise tax under Section 4999 of the Code.

Tax Matters. (a) Except as set forth on SCHEDULE 3.18 hereto, the Corporation has (i) The Company and each of its Subsidiaries has timely filed all returns, declarations of estimated Tax, Tax Returns reports, information returns and statements (collectively, the "RETURNS") required to be filed by itit prior to the Closing (other than those for which extensions shall have been granted prior to the Closing) relating to any Taxes with respect to any income, properties or operations of the Corporation prior to the Closing; (ii) all such Tax as of the time of filing, the Returns are were complete and accurate correct in all material respects, disclose respects and the Corporation has paid all Taxes required shown on the Returns to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationsdue; (iii) the Company or its Subsidiaries Corporation has timely paid or made provisions for all Taxes (whether payable for any period that ended on or not shown before the Closing and for any period that began on such Tax Returns) due or before the Closing and owing by it and has withheld and paid over ends after the Closing, to the appropriate taxing authority all extent such Taxes which it is required by law are attributable to withhold or to collect for payment from amounts paid or owing to the portion of any employee, stockholder, creditor or other third partysuch period ending on the Closing; (iv) neither the Company Corporation is not delinquent in the payment of any Taxes, nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Return, which Return has not since been filed; (v) there are no pending Tax Returnaudits of any Returns of the Corporation; (vi) there is no actionTax liens have been filed and no deficiency or addition to Taxes, suit, investigation, audit, claim interest or assessment pending or, to the Knowledge of the Company, proposed or threatened penalties for any Taxes with respect to Taxes any income, properties or operations of the Company or any of its Subsidiaries, and no information related to Tax matters Corporation has been requested by any foreignproposed, federal, state asserted or local taxing authorityassessed in writing against the Corporation; (vii) there are no Liens for Taxes upon the assets or properties Corporation has not granted any extension of the Company statute of limitations applicable to any Return or other Tax claim with respect to any income, properties or operations of its Subsidiaries except Liens relating to current Taxes not yet duethe Corporation; (viii) there are no material unresolved questions or claims concerning the Company’s or any Corporation has not been a personal holding company within the meaning of its Subsidiaries’ Tax liabilitySection 542 of the Code; and (ix) the Company is not and Corporation has not been an S corporationmade any election under Section 341(f) of the Code.

Tax Matters. (a) Except as set forth on Schedule 4.10: (i) The Company and each of Parent and its Subsidiaries has timely filed, or has caused to be filed on its behalf (taking into account any extension of time within which to file), all Tax Returns required to be timely filed by it; (ii) , and all such filed Tax Returns are correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iiiii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown to be due on such Tax Returns) due and owing by it and have been timely paid, (iii) no deficiency with respect to Taxes has withheld and been proposed, asserted or assessed against Parent or any of its Subsidiaries, which have not been fully paid over or adequately reserved, (iv) no audit or other administrative or court proceedings are pending with any Governmental Authority with respect to Taxes of Parent or any of its Subsidiaries as to which written notice thereof has been received, (v) there is no currently effective agreement or other document extending, or having the appropriate taxing authority effect of extending, the period of assessment or collection of any Taxes of Parent or its Subsidiaries nor has any request been made for any such extension, (vi) all Taxes which it that Parent or any of its Subsidiaries is (or was) required by law Law to withhold or to collect for payment from in connection with amounts paid or owing to any employee, stockholderindependent contractor, creditor creditor, stockholder or other third party; party have been duly withheld or collected, and have been timely paid over to the proper authorities to the extent due and payable, (ivvii) no written claim has been made by any taxing authority in a jurisdiction where Parent or any of its Subsidiaries does not file tax returns that Parent or any of its Subsidiaries is or may be subject to taxation by that jurisdiction, (viii) neither the Company Parent nor any of its Subsidiaries has waived made any payments, is obligated to make any payments, or been requested will become obligated under any contract entered into on or before the Closing Date to waive make any statute payments to employees, officers, independent contractors, or directors of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company Parent or any of its Subsidiaries, nor will any benefits accrue or rights vest with respect to such individuals, in each case that are contingent on (A) the Transactions or (B) a termination of such individual’s employment or other service relationship with the Target or any of its Subsidiaries, in connection with the Transactions and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (viiix) there are no Liens for Taxes upon the assets or properties none of the Company Parent or any of its Subsidiaries except Liens relating has constituted either a “distributing corporation” or a “controlled corporation” as such terms are defined in Section 355 of the Code in a distribution of stock outside of the affiliated group of which Parent is the common parent qualifying or intended to current Taxes not yet due; qualify for tax-free treatment (viiiin whole or in part) there are no material unresolved questions under Section 355(a) or claims concerning 361 of the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationCode.

Tax Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) The there has been filed by or on behalf of each Company and each of its Subsidiaries has timely filed all material Tax Returns required to be filed by it; the applicable Company, (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid by the of each Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due have been or will be paid in a timely fashion or, where payment is not yet due, have been adequately provided for in the financial statements of the applicable Company in accordance with GAAP, and owing (iii) no audit or other proceeding by it and has withheld and paid over to the appropriate taxing authority all Taxes which it any Governmental Entity is required by law to withhold or to collect for payment from amounts paid or owing pending with respect to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of due from the Company, proposed or threatened except with respect to Taxes matters for which adequate reserves have been established in accordance with GAAP. Notwithstanding the above, Seller agrees to fully indemnify Purchaser in any amount for any Tax payments Purchaser ultimately has to make with respect to any time period prior to the date hereof as a result of findings by a Governmental Entity that Seller has violated applicable Law. Upon the written request of the Company Purchaser, in its sole and exclusive discretion, Seller and Purchaser or, as applicable, any designated Purchaser shall join in making elections under Code Section 338(h)(10) (and any corresponding election under state, local, or foreign law) (a “Section 338(h) Election”) with respect to Purchaser’s (or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (viidesignated Purchaser’s) there are no Liens for Taxes upon the assets or properties purchase of the Company or Securities pursuant to this Agreement. In the event that Seller incurs any tax obligations as a result of its Subsidiaries except Liens relating the Section 338(h) Election which are in excess of amounts due had the transactions set forth herein been taxed as a stock sale, Purchaser hereby agrees to current Taxes reimburse to Seller such excess amount and further agrees that the amount that Purchaser shall be required to reimburse Seller under this paragraph shall (1) be grossed up to assure that Seller does not yet due; (viiiincur any Tax cost as a result of the Section 338(h) there are no material unresolved questions or claims concerning Election and the Company’s or any of its Subsidiaries’ Tax liability; reimbursement payments under this paragraph and (ix2) take into account the Company highest marginal income tax rate applicable to payments of this type at the applicable times as applies to Seller. Any reimbursement shall be paid to Seller not less than seven (7) days prior to the xxxx Xxxxxx is not and has not been an S corporationrequired to pay such amounts with a tax return or estimated payment.

Tax Matters. (a) (i) The Except as set forth in the SEC Reports filed prior to the date of this Agreement or except as set forth in Section 3.1(m) of the Disclosure Schedule, (A) the Company has filed, been included in or sent, all returns, declarations and each of its Subsidiaries has timely filed all Tax Returns reports and information returns and statements required to be filed or sent by itthe Company relating to any Taxes (as defined below) with respect to any income, properties or operations of the Company (collectively, "Returns"); (iiB) all such Tax as of the time of filing, the Returns are complete and accurate were correct in all material respects, disclose ; (C) the Company has timely paid or made provision for all Taxes required that have been shown as due and payable on the Returns that have been filed; (D) the Company has made or will make provisions for all Taxes payable for any periods that end before the Effective Time for which no Returns have yet been filed and for any periods that begin before the Effective Time and end after the Effective Time to be paid the extent such Taxes are attributable to the portion of any such period ending at the Effective Time; (E) the charges, accruals and reserves for Taxes reflected on the books of the Company are adequate under generally accepted accounting principles to cover the Tax liabilities accruing or payable by the Company or any in respect of its Subsidiaries for periods prior to the periods covered thereby and have been prepared in compliance with all applicable laws and regulationsdate hereof; (iiiF) the Company or its Subsidiaries has timely paid all Taxes (whether or is not shown on such Tax Returns) due and owing by it and has withheld and paid over to delinquent in the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension Taxes nor has requested any extensions of time within which to file or send any Tax Return, which Return has not since been filed or sent; (viG) there is no actiondeficiency for any Taxes has been proposed, suitasserted or assessed, investigationin writing, auditagainst the Company other than those Taxes being contested in good faith by appropriate proceedings (if necessary, claim or assessment pending or, to the Knowledge Section 3.1(m) of the Company, proposed or threatened with respect to Taxes Disclosure Schedule shall set forth the nature of the Company proceedings, the type of return, the deficiencies proposed, asserted or any of its Subsidiariesassessed and the amount hereof, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authoritythe taxable year in question); (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ixH) the Company is not and has not been an S corporation.granted any extension of the limitation period A-10

Tax Matters. (a) Each of Parent and the Company shall (and shall cause its respective Subsidiaries and Affiliates to) use its reasonable best efforts (i) The Company to cause the First Merger and each of its Subsidiaries has timely filed all the Second Merger, taken together as an integrated transaction, to qualify for the Intended Tax Returns required to be filed by it; Treatment, and (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required not to take or cause to be paid taken any action reasonably likely to prevent, or fail to take or agree not to take any action if the failure to take such action would be reasonably likely to prevent, the First Merger and the Second Merger, taken together, from qualifying for the Intended Tax Treatment, provided that nothing in this Section 7.01 shall (i) prohibit or restrict any party from taking any action expressly required or expressly contemplated by this Agreement, or (ii) except as expressly required or expressly contemplated by this Agreement, require any party to take any action that adversely impacts its rights or obligations under this Agreement or the rights of its shareholders under its governing documents. Except to the extent the Company or any of its Subsidiaries does not receive the Closing Tax Opinion, Parent and the Company agree to report, for U.S. federal income tax purposes, the First Merger and the Second Merger, taken together as an integrated transaction, as qualifying for the periods covered thereby Intended Tax Treatment. Based on the advice of their respective counsel, each of Parent and have been prepared the Company agree that, absent a change of Applicable Law (including any change in compliance with all applicable laws the official position regarding the application or interpretation thereof by any Governmental Authority, including the making or issuance of any rule, regulations, ruling or other form of official guidance) after the date hereof, (i) this Agreement provides for “fixed consideration” within the meaning of Treasury Regulations Section 1.368-1(e)(2)(iii), such that Treasury Regulations Section 1.368-1(e)(2)(i) shall apply for purposes of determining whether the First Merger and regulations; the Second Merger, taken together, satisfy the “continuity of interest” requirement under the Code and Treasury Regulations, and (iiiii) the Company or its Subsidiaries has timely paid all Taxes Closing Tax Opinion described in Section 8.01(c)(v) shall be based on the agreements set forth in clause (whether or not shown on such Tax Returnsi) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationthis sentence.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely and properly filed all Tax Returns federal, state, local and foreign tax returns required to be filed by it; (ii) it through the date hereof, and all such Tax Returns tax returns filed by the Company are true, correct and complete and accurate in all material respects. The Company has paid or caused to be paid all material federal, disclose state, local, foreign and other taxes, including without limitation, income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, franchise taxes, employment and payroll related taxes, withholding taxes, transfer taxes, and all Taxes deficiencies, or other additions to tax, interest, fines and penalties owed by it (collectively, "TAXES"), required to be paid by it through the date hereof whether disputed or not, except Taxes that have not yet accrued or the payment for which has not otherwise become due. The provisions for payment of any accrued and unpaid Taxes of the Company or any in the Base Balance Sheet are sufficient as of its Subsidiaries date for the periods covered thereby payment of any accrued and unpaid Taxes of any nature of the Company, and since the date of the Base Balance Sheet the Company has incurred no Taxes other than in the ordinary course of its business. All Taxes and other assessments and levies that the Company was or is required to withhold or collect have been withheld and collected and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority proper governmental authorities. The Company has delivered to the Investors correct and complete copies of all Taxes which it is required annual tax returns, examination reports, and statements of deficiencies filed by, assessed against, or agreed to by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries since December 31, 1995. The Company has not waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of or agreed to any extension of time within which with respect to file any Tax Returnpayment, assessment, deficiency or collection. Except as set forth in Section 2.12 of the Disclosure Schedule: (i) the Company has never received notice of any audit or of any proposed deficiencies from the Internal Revenue Service (the "IRS") or any other taxing authority (other than routine audits undertaken in the ordinary course and which have been resolved on or prior to the date hereof); (viii) there are in effect no waivers of applicable statutes of limitations or agreements as to any extension of time with respect to any Tax payment, assessment, deficiency or collection. with respect to any Taxes owed by the Company for any year; (iii) neither the IRS nor any other taxing authority is no action, suit, investigation, audit, claim or assessment pending now asserting or, to the Knowledge knowledge of the Company, proposed threatening to assert against the Company any deficiency or threatened with respect to claim for additional Taxes or interest thereon or penalties in connection therewith; (iv) the Company has never been a member of an affiliated group of corporations filing a combined federal income Tax return nor does the Company have any liability for Taxes of the Company any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (viilaw) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liabilityotherwise; and (ixv) the Company has not filed a consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "CODE"), concerning collapsible corporations. The Company has never been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company is not a party to any Tax allocation or sharing arrangement. The Company is not a party to any contract, agreement, plan or arrangement covering any employee or former employee thereof, that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code. The Company is not a "FOREIGN PERSON" within the meaning of Section 1445 of the Code and has not been an S corporationTreasury Regulations Section 1.1445-2.

Tax Matters. (a) (i) The Company has duly and each of its Subsidiaries has timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, and disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationspaid; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing Returns have been examined by it and the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyexpired; (iv) neither there is no Action, pending or proposed or, to the best knowledge of the Company, threatened, with respect to Taxes of the Company nor or for which a Lien may be imposed upon any of its Subsidiaries has waived or been requested the Company’s assets and, to waive any the best of the Company’s knowledge, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been waived or extended, which waiver or extension is currently in effect; (vvi) neither the Company nor has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company; (vii) the transactions contemplated hereby are not subject to withholding under Section 1445 of the Code; (viii) no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed with respect to or as a result of any transaction contemplated by this Agreement; (ix) none of the assets of the Company is required to be treated as owned by another Person for income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986) or otherwise; (x) none of the assets of the Company is “tax-exempt use property” within the meaning of Section 168(h) of the Code, “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code, or subject to a “TRAC lease” under Section 7701(h) of the Code (or any predecessor provision); (xi) there is no Lien for Taxes upon any of its Subsidiaries the assets of the Company; (xii) there is currently no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement (within the beneficiary meaning of Section 7121 of the Code or any analogous provision of applicable Law), with respect to the Company; (xiii) no claim has ever been made by a Taxing Authority in a jurisdiction where the Company has not paid any Tax or filed Tax Returns, asserting that the Company is or may be subject to Tax in such jurisdiction; (xiv) the Company has provided to Purchaser true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after March 31, 2010; (xv) there is no outstanding power of attorney from the Company authorizing anyone to act on behalf of the Company in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Company; (xvi) the Company is not, and has ever been, a party to any Tax sharing or Tax allocation Contract; (xvii) the Company is and has never been included in any consolidated, combined or unitary Tax Return; (xviii) to the knowledge of the Company, no issue has been raised by a Taxing Authority in any prior Action relating to the Company with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Company for any other period; (xix) the Company has not requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed; (vixx) there the Company is no actionnot a party to any Contract for services that would result, suitindividually or in the aggregate, investigationin the payment of any amount that would not be deductible by the Company by reason of Section 162 or 404 of the Code; (xxi) the Company is not a party to a Contract that requires or would upon the occurrence of certain events require the Company to make a payment which would not be fully deductible under Section 280G of the Code without regard to whether such payment is reasonable compensation for services rendered and without regard to any exception that requires future action by any Person; (xxii) the Company is not a “consenting corporation” within the meaning of Section 341(f) of the Code (as in effect prior to the repeal of such provision); (xxiii) the Company has never made or been required to make an election under Section 336 or 338 of the Code; (xxiv) during the last two years, auditthe Company has not engaged in any exchange under which gain realized on the exchange was not recognized under Section 1031 of the Code; (xxv) the Company was not a “distributing corporation” or a “controlled corporation” under Section 355 of the Code in any transaction within the last two years or pursuant to a plan or series of related transactions (within the meaning of Section 355(e) of the Code) with any transaction contemplated by this Agreement; (xxvi) the Company is not, claim and has never been, a “personal holding company” (within the meaning of Section 542 of the Code), a stockholder in a “controlled foreign corporation” (within the meaning of Section 957 of the Code), a “foreign personal holding company” (within the meaning of Section 552 of the Code as in effect prior to the repeal of such section), or assessment pending a “passive foreign investment company” (within the meaning of Section 1297 of the Code), or, to the Knowledge an owner in any entity treated as a partnership or disregarded entity for U.S. federal income tax purposes; (xxvii) none of the Company, proposed or threatened with respect to Taxes outstanding indebtedness of the Company constitutes indebtedness to which any interest deduction may be limited or disallowed under Section 163(i), (j) or (l), 265 or 279 of the Code (or any comparable provision of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityapplicable Law); (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ixxxviii) the Company is not and has not been a “United States real property holding corporation” (within the meaning of Code Section 897(c)(2)) at any time during the period specified in Section 897(c)(l)(A)(ii) of the Code; (xxix) the Company is not and has not been treated as a foreign corporation for U.S. federal income tax purposes, and (xxx) the Company is not an S corporation“investment company” for purposes of Sections 351(e) or 368 of the Code and the Treasury Regulations promulgated thereunder.

Tax Matters. (a) Except as has not had or would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) The the Company and each of its Subsidiaries has have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by it; (ii) any of them and all such Tax Returns are complete and accurate in all material respectsaccurate, disclose (ii) the Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that the Company or any of its Subsidiaries for the periods covered thereby and have been prepared are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (each case, whether or not shown on such any Tax ReturnsReturn), except with respect to matters contested in good faith through appropriate proceedings and for which adequate reserves have been established, in accordance with GAAP on the financial statements of the Company and its Subsidiaries, (iii) all assessments for Taxes due with respect to completed and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold settled examinations or to collect for payment from amounts paid or owing to any employeeconcluded litigation have been fully paid, stockholder, creditor or other third party; (iv) neither there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of the Company nor or any of its Subsidiaries, (v) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Company Permitted Liens, (vi) none of the Company or any of its Subsidiaries has waived been a “controlled corporation” or been requested a “distributing corporation” in any distribution that was purported or intended to waive be governed by Section 355 of the Code (or any statute similar provision of limitations in respect of Taxes which waiver is currently in effect; state, local or foreign Law) occurring during the two-year period ending on the date hereof, (vvii) neither the Company nor any of its Subsidiaries is currently a party to any agreement or arrangement relating to the beneficiary apportionment, sharing, assignment or allocation of any extension Tax or Tax asset (other than an agreement or arrangement solely among members of time within a group the common parent of which is the Company and other than customary Tax indemnification provisions contained in commercial agreements not principally relating to file Taxes) or has any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, or otherwise, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (viiviii) there are no Liens for Taxes upon the assets or properties none of the Company or any of its Subsidiaries except Liens relating has been a party to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning any “listed transaction” within the Company’s or any meaning of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationTreasury Regulation Section 1.6011-4(b)(2).

Tax Matters. (a) Except as set forth on Schedule 3.18 of the Seller Disclosure Letter: (i) The each Ameri Company and each of its Subsidiaries has timely filed all Tax Returns required to be have been filed by it; (ii) all such Tax Returns are accurate and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the each Ameri Company or its Subsidiaries has timely paid all Taxes owed by it which were due and payable (whether or not shown on such any Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyReturn); (iv) neither the Company nor any of its Subsidiaries has waived or been requested charges, accruals and reserves with respect to waive any statute of limitations Taxes included within the Seller Financials are accurate in respect of Taxes which waiver is currently in effectall material respects; (v) neither the each Ameri Company nor any of its Subsidiaries has complied with all applicable Laws relating to Tax; (vi) no Ameri Company is currently the beneficiary of any extension of time within which to file any Tax Return; (vivii) there is no action, suit, investigation, audit, claim current Action against any Ameri Company by a Governmental Authority in a jurisdiction where such Ameri Company does not file Tax Returns that such Ameri Company is or assessment pending or, may be subject to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested taxation by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet duethat jurisdiction; (viii) there are no material unresolved questions pending or claims concerning the ongoing audits or assessments of an Ameri Company’s Tax Returns by a Governmental Authority; (ix) no Ameri Company has requested or received any ruling from, or signed any binding agreement with, any Governmental Authority, that would apply to any Tax periods ending after the Closing Date; (x) there are no Liens on any of its Subsidiaries’ the assets of an Ameri Company that arose in connection with any failure (or alleged failure) to pay any Tax; (xi) no unpaid Tax liabilitydeficiency has been asserted in writing against or with respect to any Ameri Company by any Governmental Authority which Tax remains unpaid; (xii) each Ameri Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due; (xiii) no Ameri Company has granted or is subject to, any waiver of the period of limitations for the assessment of Tax for any currently open taxable period; (xiv) no Ameri Company is a party to any Tax allocation, sharing or indemnity agreement or otherwise has any potential or actual material Liability for the Taxes of another Person, whether by applicable Tax Law, as a transferee or successor or by contract, indemnity or otherwise; (xv) there is no arrangement exists pursuant to which an Ameri Company or Buyer will be required to “gross up” or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; (xvi) no Ameri Company has taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date; (xvii) each Ameri Company is materially in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the transactions contemplated by this Agreement will not have any material and adverse effect on such compliance; (xviii) no written power of attorney which is currently in force has been granted by or with respect to an Ameri Company with respect to any matter relating to Taxes; and (ixxviii) the Company is not and there has not been any change in Tax accounting method by any Ameri Company and no Ameri Company has received a ruling from, or signed an S corporationagreement with, any Taxing Authority that would reasonably be expected to have a material impact on Taxes of any Ameri Company or the equity owners of the Company following the Closing.

Tax Matters. (a) (i) The Except for such failures to file or pay as would not, individually or in the aggregate, have a Materially Adverse Effect or as disclosed in the Company SEC Reports that are publicly available prior to the date hereof, the Company and each of its Subsidiaries subsidiaries, and any consolidated, combined, unitary or aggregate group for tax purposes of which the Company or any of its subsidiaries is or has been a member has timely filed all Tax Returns required to be filed by it; it in the manner provided by law and has paid, or provided adequate reserves for the payment of (iiin accordance with generally accepted accounting principles), all Taxes (including interest and penalties) all that are due and payable as of the date hereof. All such Tax Returns are were true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by . Except (x) as has been disclosed in Schedule 3.11 of the Company Disclosure Schedule, (y) as would not, individually or any of its Subsidiaries for in the periods covered thereby and aggregate, have been prepared a Material Adverse Effect or (z) as disclosed in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over SEC Reports that are publicly available prior to the appropriate taxing authority all date hereof: (i) no claim for unpaid Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither has been proposed in writing against the Company nor any of and its Subsidiaries subsidiaries or has waived become a lien or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary encumbrance of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to kind against the Knowledge of the Company, proposed or threatened with respect to Taxes property of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by subsidiaries or is being asserted against the Company or any foreign, federal, state or local taxing authorityof its subsidiaries; (viiii) there are as of the date hereof no Liens for Taxes upon the assets or properties audit of any Tax Return of the Company or any of its Subsidiaries except Liens relating subsidiaries is being conducted by a Tax authority, no audit or other proceeding by any Tax authority has formally commenced and there is no claim or assessment pending, and, to current the knowledge of the Company, no notice has been given to the Company and its subsidiaries that such an audit or other proceeding is pending with respect to any Taxes not yet duedue from or with respect to the Company and its subsidiaries or any Tax Return filed by or with respect to the Company and its subsidiaries; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ixiii) the Company is not and has not been an S corporation.United

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed all All Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required prior to be paid by the Company date hereof with respect to each of the Companies or any of its Subsidiaries for the periods covered thereby and income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance in all material respects with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable by or with respect to each of the Companies have been paid and are accrued on the Current Balance Sheet or will be accrued on its books and records as of the Effective Date subject to customary year end adjustments and accruals for current year Taxes. Except as set forth in SCHEDULE 3.18 hereto: (i) with respect to each taxable period of each of the Companies, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against either of the Companies; (iii) neither of the Company Companies has consented to extend the time in which any Taxes may be assessed or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing collected by it and has withheld and paid over to the appropriate any taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyauthority; (iv) neither of the Company nor any of its Subsidiaries Companies has waived requested or been requested granted an extension of the time for filing any Tax Return to waive any statute of limitations in respect of Taxes which waiver is currently in effecta date later than the Effective Date; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigationtaxing authority proceeding, auditor audit or claim for refund now in progress, claim or assessment pending or, to the Knowledge knowledge of the CompanyCompanies or the Shareholders, proposed threatened against or threatened with respect to Taxes any of the Company Companies regarding Taxes; (vi) neither of the Companies has made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of its Subsidiariesstate, and no information related local or foreign law) on or prior to Tax matters has been requested by any foreign, federal, state or local taxing authoritythe Effective Date; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to (other than for current Taxes not yet duedue and payable and delinquent) upon the assets of any of the Companies; (viii) neither of the Companies will be required (A) as result of a change in method of accounting for a taxable period ending on or prior to the Effective Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Date or (B) as a result of any "closing agreement,"as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Effective Date; (ix) neither of the Companies has been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) neither of the Companies is a party to or bound by any tax allocation or tax sharing agreement or has any current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) there are no material unresolved questions additional Taxes owed by either of the Companies for any period for which Tax Returns have been filed in excess of the amounts shown as due and payable thereon; (xii) neither of the Companies has made any payments, and will not become obligated (under any contract entered into on or claims concerning before the Company’s Effective Date) to make any payments, that will be non-deductible under Section 280G of the Code (or any corresponding provision of its Subsidiaries’ state, local or foreign law); (xiii) neither of the Shareholders is a "foreign person" within the meaning of Section 1445 of the Code; (xiv) no claim has ever been made by a taxing authority in a jurisdiction where any of the Companies files Tax liabilityReturns that any of the Companies is or may be subject to Taxes assessed by such jurisdiction; (xv) neither of the Companies has any permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xvi) true, correct and complete copies of all income and sales Tax Returns filed by or with respect to each of the Companies for the past three years have been furnished or made available to AVS; (xvii) neither of the Companies will be subject to any Taxes for the period ending at the Effective Date for any period for which a Tax Return has not been filed imposed pursuant to Section 1374 or Section 1375 of the Code (or any corresponding provision of state, local or foreign law); and (ixxviii) no Florida sales or use tax, Florida non-recurring intangibles tax, Florida documentary stamp tax or other Florida excise tax (or comparable tax imposed by the Company is not and has not been an S corporationState of Florida) will be payable by any of the AVS Companies merely by virtue of the transactions contemplated in this Agreement.

Tax Matters. Except as set forth in Section 3.15 of the Disclosure Schedule: (a) (i) The Company and each of its Subsidiaries has timely filed all Tax Returns with respect to the Business, the Business Real Property or the Purchased Assets required to be filed by it; (ii) all Seller have been, or will be, timely filed, and such Tax Returns are are, or will be, true and complete and accurate in all material respects, disclose respects and prepared in substantial compliance with all applicable Laws and regulations; (b) all Taxes required with respect to be paid the Business, the Business Real Property or the Purchased Assets that are due and owing by the Company Seller or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes Affiliates (whether or not shown on such any Tax ReturnsReturn) due and owing have been, or will be, timely paid by it and Seller; (c) Seller has withheld and paid over each Tax required to have been withheld and paid with respect to the appropriate taxing authority all Taxes which it is required by law to withhold Business, the Business Real Property or to collect for payment from the Purchased Assets in connection with amounts paid or owing to any employee, stockholderindependent contractor, creditor creditor, customer, shareholder or other third partyparty having dealings with Seller and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (ivd) neither with respect to the Company nor Business, the Business Real Property or the Purchased Assets, Seller is not party to any of its Subsidiaries has waived or been requested to waive Action by any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending ortaxing authority and, to the Knowledge of the CompanySeller’s Knowledge, proposed or no such Action is threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (viie) there are no Liens Encumbrances for Taxes owed by Seller upon the assets or properties any of the Company Business Real Property or the Purchased Assets nor, to the Seller’s Knowledge, is any taxing authority in the process of imposing any Encumbrances for Taxes owed by Seller on any of its Subsidiaries except Liens relating to the Business Real Property or the Purchased Assets (other than for current Taxes not yet duedue and payable or Permitted Encumbrances); (viiif) there are no material unresolved questions Seller has not been awarded or claims concerning otherwise received any Tax incentive, credit or other Tax benefit with respect to the Company’s Business, the Business Real Property or the Purchased Assets pursuant to any Contract, application to, or certification by any Government Authority; (g) none of its Subsidiaries’ Seller, the Business, the Business Real Property or the Purchased Assets is subject to any continuing operational requirement or other obligation with respect to the receipt, retention or reimbursement of any Tax liabilityincentive, credit or other Tax benefit awarded to or otherwise received by Seller with respect to the Business, the Business Real Property or the Purchased Assets; (h) Seller has collected all sale, value added or use Taxes required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Authority (or has timely and properly collected and maintained all resale certificates, exemption certificates, and other documentation required to qualify for any exemption from the collection or payment of sales or use Taxes imposed or due in connection with the business of Seller; and (ixi) none of the Company Purchased Assets consists of an equity interest that is not and has not been an S corporationtreated, for federal income tax purposes, as either a corporation or a partnership.

Tax Matters. Except as would not reasonably be expected to have a Material Adverse Effect and except as disclosed in Section 5.13 of the Company Disclosure Schedule, (a) (i) The each of the Company and each of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) , all such Tax Returns are complete true and accurate in all material respectscorrect, disclose all Taxes required to be paid by and the Company or any and each of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (due and payable, whether or not shown on such Tax Returns, or has made adequate provision (in accordance with GAAP) due and owing by it and has withheld and paid over to the appropriate taxing authority for all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyon the latest balance sheet included in the Company Financial Statements; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vib) there is no action, suitpending examination, investigation, audit, suit, action, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect proceeding relating to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters written notice thereof has been requested received by the Company and any Subsidiary; (c) neither the Company nor any of its Subsidiaries has received written notice of a determination by any foreign, federal, state or local taxing authority; (vii) there Taxing Authority that any Tax amounts are no Liens for Taxes upon the assets or properties of owed by the Company or any of its Subsidiaries except Liens relating Subsidiaries, which determination has not been paid, compromised, or otherwise finally disposed of, and, to current Taxes not yet duethe knowledge of the Company, no such determination is proposed or threatened; (viiid) there are no material unresolved questions Encumbrances arising from or claims concerning related to Taxes on or pending against the Company’s Company or any of its Subsidiaries’ Tax liability, or any of their properties, other than statutory liens for Taxes that are not yet due and payable; (e) neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355(a) of the Code within the two-year period prior to the date of this Agreement; and (ixf) the Company is not and has not been aware of any fact or circumstance that would, if Harbinger elects to exercise its rights pursuant to Section 20.3(a) or (c), prevent the contribution of the Contribution Assets and, with respect to the transaction described in Section 20.3(c), the contribution of the Common Stock to New Parent that is deemed to occur as a consequence of the transactions described therein, from qualifying as an S corporationexchange governed by Section 351(a) of the Code.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed all All Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required prior to be paid by the date hereof with respect to the Company or any of its Subsidiaries for the periods covered thereby and income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable by or with respect to the Company (including, without limitation, value added taxes) have been paid and are accrued on the Current Balance Sheet or will be accrued on its books and records as of the Closing. Except as set forth in SCHEDULE 4.19 hereto: (i) with respect to each taxable period of the Company, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company; (iii) the Company has not consented to extend the time in which any Taxes may be assessed or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing collected by it and has withheld and paid over to the appropriate any taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyauthority; (iv) neither the Company nor any of its Subsidiaries has waived not requested or been requested granted an extension of the time for filing any Tax Return to waive any statute of limitations in respect of Taxes which waiver is currently in effecta date later than the Closing Date; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigationtaxing authority proceeding, auditor audit or claim for refund now in progress, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened against or with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityregarding Taxes; (viivi) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to (other than for current Taxes not yet duedue and payable) upon the assets of the Company; (vii) the Company will not be required (a) as a result of a change in method of accounting for a taxable period ending on or prior to the Closing Date, to include any adjustment under any provision of law in taxable income for any taxable period (or portion thereof) beginning after the Closing or (b) as a result of any provision of law, to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Closing; (viii) there are no material unresolved questions the Company has not been a member of an affiliated group or claims concerning the Company’s filed or any of its Subsidiaries’ been included in a combined, consolidated or unitary income Tax liabilityReturn; and (ix) the Company is not a party to or bound by any tax allocation or tax sharing agreement or has any current or potential contractual obligation to indemnify any other Person with respect to Taxes; (x) no claim has ever been asserted against the Company in writing by a taxing authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to Taxes assessed by such jurisdiction; (xi) true, correct and complete copies of all income and sales Tax Returns filed by or with respect to the Company since the date of its formation have been or will be (on or before the Closing) furnished or made available to AESP; and (xii) the Company will not be subject to any Taxes for the period ending at the Closing Date for any period for which a Tax Return has not been an S corporationfiled imposed pursuant to any provision of law. Notwithstanding anything contained herein to the contrary, in the event the Company is assessed additional Taxes or costs of any nature due to the filing of amended returns in connection with the Company Tax Returns for the years 1995 and 1996, the Shareholders shall not be responsible for such additional Taxes or costs to the extent such additional Taxes or costs are due to any of the adjustments made by the Company and requested by AESP. However, the Shareholders shall be responsible for such additional Taxes and costs if the adjustments were due to the actions or omissions of the Shareholders or to matters other than the matters amended in such amended returns.

Tax Matters. (a) Seller is in the process of conducting a comprehensive review of tax liabilities to applicable taxing authorities which will be completed prior to the date of Closing, accordingly, to the knowledge of Seller without investigation, as of the date of execution of this Agreement Seller has (i) The Company and each of its Subsidiaries has timely duly filed all Tax Returns federal, state, local, and foreign tax returns required to be filed by it; or with respect to it with the Internal Revenue Service ("IRS") or other applicable taxing authority, (ii) all such Tax Returns are complete and accurate paid, or adequately reserved against in its financial statements (including the Unaudited Balance Sheet, as defined in Section 3.10 hereof), all material respectstaxes due, disclose or claimed by any taxing authority to be due, from or with respect to it, except taxes that are being contested in good faith by appropriate legal proceedings and for which adequate reserves have been set aside, and (iii) made all Taxes deposits required with respect to taxes, in each such case to the extent that the failure to do so would result in the imposition of any Encumbrance on the Purchased Assets except as set forth on Schedule 3.7. As of the date of Closing, Seller will have (i) duly filed all federal, state, local and foreign tax returns required to be paid filed by or with respect to it with the Company IRS or other applicable taxing authority, (ii) paid, or adequately reserved against in its financial statements (including the Unaudited Balance Sheet) (as defined in Section 3.10 hereof), all material taxes due, or claimed by any of its Subsidiaries taxing authority to be due, from or with respect to it, except taxes that are being contested in good faith by appropriate legal proceedings and for the periods covered thereby and which adequate reserves have been prepared set aside as disclosed in compliance with all the applicable laws financial statements delivered to Purchaser pursuant to Section 3.10, and regulations; (iii) the Company or its Subsidiaries has timely paid made all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is deposits required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes taxes, in each such case to the extent that the failure to do so would result in the imposition of any Encumbrance on the Company Purchased Assets. There has been no issue raised or adjustment proposed (and none is pending) by the IRS or any of its Subsidiaries, and no information related to Tax matters has been requested by other taxing authority in connection with any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens tax returns relating to current Taxes not yet due; (viii) there are no material unresolved questions the Purchased Assets or claims concerning the Company’s operation of Seller's business. No waiver or any extension of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.any

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed Except as set forth on Schedule 2.17, all Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required prior to be paid by the date hereof with respect to the Company or any of its Subsidiaries for the periods covered thereby and respective income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable by or with respect to the Company have been paid or are accrued on the applicable Current Balance Sheet or will be accrued on the Company’s books and records as of the Closing. (i) With respect to each taxable period of the Company, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and each taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company; (iii) the Company has not consented to extend the time in which any Taxes may be assessed or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing collected by it and has withheld and paid over to the appropriate any taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyauthority; (iv) neither the Company nor any of its Subsidiaries has waived not requested or been requested granted an extension of the time for filing any Tax Return to waive any statute of limitations in respect of Taxes which waiver is currently in effecta date later than the Closing; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigationtaxing authority proceeding, auditor audit or claim for refund now in progress, claim or assessment pending or, to the Knowledge knowledge of the Founders or the Company, proposed threatened against or threatened with respect to Taxes the Company regarding Taxes; (vi) the Company has not made an election or filed a consent under Section 341(f) of the Company Code (or any corresponding provision of its Subsidiariesstate, and no information related local or foreign law) on or prior to Tax matters has been requested by any foreign, federal, state or local taxing authoritythe Closing; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to (other than for current Taxes not yet duedue and payable) upon the assets of the Company; (viii) there are no material unresolved questions the Company will not be required (A) as a result of a change in method of accounting for a taxable period ending on or claims concerning prior to the Company’s Closing, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of its Subsidiaries’ Tax liabilitystate, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Closing or (B) as a result of any “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Closing; and (ix) the Company is not and has not been a member of an S corporationaffiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) the Company is not a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) there is no basis for any taxing authority to claim or assess any additional Taxes against the Company for any period for which Tax Returns have been filed; (xii) the Company has not made any payments nor, is or will become obligated (under any contract entered into on or before the Closing) to make any payments, that will be non-deductible under Section 280G of the Code (or any corresponding provision of state, local or foreign law); (xiv) no claim has ever been made by a taxing authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to Taxes assessed by such jurisdiction; (xv) the Company does not have any permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xvi) true, correct and complete copies of all income and sales Tax Returns filed by or with respect to the Company for the past three years have been furnished or made available to Purchaser; (xvii) except as provided in the Current Balance Sheet updated to Closing, the Company will not be subject to any Taxes imposed pursuant to Section 1374 or Section 1375 of the Code (or any corresponding provision of state, local or foreign law); and (xviii) no sales or use tax will be payable by the Company or Purchaser or transferee as a result of the transactions contemplated by this Agreement, and there will be no non-recurring intangible tax, documentary stamp tax other than on the Purchaser Common Stock, or other excise tax (or comparable tax imposed by any governmental entity) as a result of the transactions contemplated by this Agreement.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed all Tax Returns (as ----------- defined in Section 11.1 hereof) that it has been required to be filed by it; (ii) all such Tax Returns are complete file through the date hereof, and accurate has paid in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid full all Taxes (whether or not shown on such Tax Returnsas defined in Section 11.1 hereof) which were due and owing payable by it through the date hereof. The provisions for Taxes reflected on the December 31, 1999 Balance Sheet are adequate to cover accrued and unpaid Taxes of the Company for all periods ending on or before December 31, 1999 and, to the Company's knowledge (as defined in Section 11.1 hereof), nothing has occurred subsequent to that date to make such provisions inadequate. The Company has established and is maintaining current accruals that are accurately reflected in the books and records of the Company and are adequate for the payment of any Taxes incurred but not yet due and payable with respect to the property and operations of the Company through the date hereof. No waivers or extensions of any applicable statute of limitations for the assessment or collection of Taxes with respect to any Tax Returns of the Company are currently in effect or are currently proposed. The Company has collected or withheld and paid over to the appropriate taxing authority proper governmental or regulatory bodies all Taxes which it is Tax- related amounts required by law to withhold be so collected or to collect for payment from amounts withheld and paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no over under all applicable Laws. No action, suit, proceeding, investigation, audit, claim or assessment is presently pending or, to the Knowledge of the Company's knowledge, proposed or threatened with respect regard to any Taxes of that relate to the Company for which the Company is or could reasonably be expected to be liable. There is no unresolved written claim by a taxing authority in any of its Subsidiaries, and no information related jurisdiction where the Company does not anticipate to file Tax matters has been requested Returns that it is or could reasonably be expected to be subject to taxation by any foreign, federal, state or local taxing authority; (vii) there such jurisdiction. There are no Liens for Taxes (other than for Taxes not yet due and payable) upon the any assets or properties property of the Company. Each Purchaser hereby acknowledges that the foregoing representations and warranties made in this Section 5.8 do not apply in respect of Accurate Components Inc. ("Accurate") or Market Trading Concepts Inc. ("Market Trading") (recently acquired, wholly-owned subsidiaries of the Company), but, to the knowledge of the Company, such representations and warranties are true and correct with respect to Accurate and Market Trading. Each Purchaser hereby further acknowledges that the representations and warranties made in respect of Accurate and Market Trading as to Tax matters in that certain Stock Purchase Agreement by and between the Company, Accurate, Market Trading and Xxxxxxx Xxxxx, dated November 12, 1999, have been made available to the Purchasers (or a representative thereof) for their review. The Company (i) has not made any other election pursuant to the Code (as defined in Section 11.1 hereof) other than elections that relate to matters of accounting, depreciation, or amortization, that could reasonably be expected to have a material adverse effect on its financial condition, its business as presently conducted or presently proposed to be conducted or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions property or claims concerning the Company’s or any of its Subsidiaries’ Tax liabilityassets; and (ixii) at no time has filed a consent to the application of Section 341(f)(2) of the Code to any property or assets held, acquired or to be acquired by it, and will not file any such consent prior to Closing. The Company is not a party to any tax allocation or sharing agreement, and has not been an S corporationno liability for the Taxes of any other entity under Treasury Regulation (S)1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely duly filed all income and other material Tax Returns which are required to be filed by it, and has paid all material Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) there is no Action, pending or proposed in writing, with respect to a material amount of Taxes of the Company; (iv) no statute of limitations in respect of the assessment or collection of any material amount of Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been waived or its Subsidiaries has timely paid all Taxes extended (whether other than Permitted Liens or not shown on such pursuant to automatic extensions of time to file Tax ReturnsReturns obtained in the ordinary course of business), which waiver or extension is in effect; (v) due and owing by it and to the Knowledge of the Company, the Company has withheld or collected and paid over to the appropriate taxing authority applicable Taxing Authority all material Taxes which it is required to be withheld or collected by law to withhold or to collect for payment from the Company in connection with any amounts paid or owing to any employee, stockholdercreditor, creditor independent contractor or other third party; (ivvi) neither the Company nor has not requested any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; letter ruling from the IRS (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by comparable ruling from any foreign, federal, state or local taxing authorityother Taxing Authority); (vii) there are is no Liens Lien (other than Permitted Liens) for material Taxes upon any of the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet dueCompany; (viii) there are no the Company has not received any written request from a Taxing Authority in a jurisdiction where the Company has not paid any material unresolved questions Tax or claims concerning filed material Tax Returns asserting that the Company’s Company is or any of its Subsidiaries’ may be subject to Tax liabilityin such jurisdiction; and (ix) the Company is not a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into in the ordinary course of Business consistent with past practices, the primary purpose of which is not related to Taxes); (x) the Company has no material liability for the Taxes of any other Person (other than a Subsidiary of the Company): (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable Law), (2) as a transferee or successor or (3) otherwise by operation of applicable Law; (xi) the Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and (xii) the Company has not been an S corporationa party to any “listed transaction” as defined in Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)(2).

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed Except as set forth in SCHEDULE 3.19, all Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required prior to be paid by the date hereof with respect to the Company or any of its Subsidiaries for the periods covered thereby and income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance in all material respects with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. Except as set forth on SCHEDULE 3.19, all Taxes due and payable by or with respect to the Company have been paid and are accrued on the Current Balance Sheet or will be accrued on its books and records as of the Closing subject to customary year end adjustments and accruals for current year Taxes. Except as set forth in SCHEDULE 3.19 hereto: (i) with respect to each taxable period of the Company, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company; (iii) the Company has not consented to extend the time in which any Taxes may be assessed or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing collected by it and has withheld and paid over to the appropriate any taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyauthority; (iv) neither the Company nor any of its Subsidiaries has waived not requested or been requested granted an extension of the time for filing any Tax Return to waive any statute of limitations in respect of Taxes which waiver is currently in effecta date later than the Closing Date; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigationtaxing authority proceeding, auditor audit or claim for refund now in progress, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened against or with respect to Taxes the Company regarding Taxes; (vi) the Company has not made an election or filed a consent under Section 341(f) of the Company Code (or any corresponding provision of its Subsidiariesstate, and no information related local or foreign law) on or prior to Tax matters has been requested by any foreign, federal, state or local taxing authoritythe Closing Date; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to (other than for current Taxes not yet duedue and payable and delinquent) upon the assets of the Company; (viii) the Company will not be required (A) as Result of a change in method of accounting for a taxable period ending on or prior to the Closing Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Closing Date or (B) as a result of any "closing agreement,"as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Closing Date; (ix) the Company has not been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) the Company is not a party to or bound by any tax allocation or tax sharing agreement or has any current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) there are no material unresolved questions additional Taxes owed by the Company for any period for which Tax Returns have been filed in excess of the amounts shown as due and payable thereon; (xii) the Company has not made any payments, and will not become obligated (under any contract entered into on or claims concerning before the Company’s Closing Date) to make any payments, that will be non-deductible under Section 280G of the Code (or any corresponding provision of its Subsidiaries’ state, local or foreign law); (xiii) none of the Shareholders is a "foreign person" within the meaning of Section 1445 of the Code; (xiv) no claim has ever been made by a taxing authority in a jurisdiction where the Company does not file Tax liabilityReturns that the Company is or may be subject to Taxes assessed by such jurisdiction; (xv) the Company does not have any permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xvi) true, correct and complete copies of all income and sales Tax Returns filed by or with respect to the Company for the past three years have been furnished or made available to AVS; (xvii) the Company will not be subject to any Taxes for the period ending at the Closing Date for any period for which a Tax Return has not been filed imposed pursuant to Section 1374 or Section 1375 of the Code (or any corresponding provision of state, local or foreign law); and (ixxviii) no Arkansas sales or use tax, Arkansas non-recurring intangibles tax, Arkansas documentary stamp tax or other Arkansas excise tax (or comparable tax imposed by the Company is not and has not been an S corporationState of Arkansas) will be payable by AVS merely by virtue of the transactions contemplated in this Agreement.

Tax Matters. The Company shall (a) prior to the Closing Date, solicit from each “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) who could otherwise receive any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to soliciting such waivers and approval materials, the Company shall provide drafts of such waivers and approval materials to Buyer for its review and comment no later than two (2) Business Days prior to soliciting such waivers and soliciting such approval, and the Company shall consider any comments provided by Buyer in good faith. If any of the Waived 280G Benefits fail to be approved in accordance with the requirements of Section 280G(b)(5)(B) of the Code as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing, the Company shall deliver to Buyer evidence reasonably acceptable to Buyer that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.12 and that either (i) The the requisite number of votes of the stockholders of the Company and each of its Subsidiaries has timely filed all Tax Returns required was obtained with respect to be filed by it; the Waived 280G Benefits (the “280G Approval”) or (ii) all such Tax Returns are complete and accurate in all material respectsthe 280G Approval was not obtained, disclose all Taxes required to and, as a consequence, the Waived 280G Benefits shall not be paid by the Company made or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationprovided.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) The Company each Purchaser Party has duly and each of its Subsidiaries has timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, and disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationspaid; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing Returns have been examined by it and the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyexpired; (iv) neither there is no Action, pending or proposed in writing or, to the Company nor knowledge of the Purchaser Parties, threatened, with respect to Taxes of the Purchaser Parties or for which a Lien may be imposed upon any of its Subsidiaries has waived or been requested to waive any either of the Purchaser Parties’ assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Purchaser Parties for which a Lien may be imposed on any of the Purchaser Parties’ assets has been waived or extended, which waiver or extension is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension , except for automatic extensions of time within which to file any Tax ReturnReturns obtained in the ordinary course of business; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge knowledge of the CompanyPurchaser Parties, proposed the Purchaser Parties complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or threatened with respect collected, paid over to the applicable Taxing Authority and reported all Taxes of (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityPurchase Parties; (vii) there are no Liens for Taxes upon to the assets or properties knowledge of the Company Purchaser Parties, no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed on the transfer of the securities to Purchaser pursuant to this Agreement or otherwise with respect to or as a result of any of its Subsidiaries except Liens relating to current Taxes not yet duetransaction contemplated by this Agreement; (viii) none of the assets of the Purchaser Parties is required to be treated as owned by another Person for U.S. federal income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986); (ix) there are is no material unresolved questions Lien (other than Permitted Liens) for Taxes upon any of the assets of the Purchaser Parties; (x) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or claims concerning request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the Company’s meaning of Section 7121 of the Code or any analogous provision of its Subsidiaries’ the applicable Law), with respect to the Purchaser Parties; (xi) no claim has been made by a Taxing Authority in a jurisdiction where the Purchaser Parties have not paid any tax or filed Tax liabilityReturns, asserting that the any of the Purchaser Parties is or may be subject to Tax in such jurisdiction; (xii) there is no outstanding power of attorney from either of the Purchaser Parties authorizing anyone to act on behalf of such party in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of that party; (xiii) no Purchaser Party is, or has ever been, a party to any Tax sharing or Tax allocation Contract, other than any customary commercial contract the principal subject of which is not Taxes; and (ixxiv) the Company neither Purchaser Party is not and currently or has not ever been an S corporationincluded in any consolidated, combined or unitary Tax Return other than a Tax Return that includes only the Purchaser Parties.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely duly filed all income and other material Tax Returns which are required to be filed by it, and has paid all material Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) there is no Action, pending or proposed in writing, with respect to a material amount of Taxes of the Company; (iv) no statute of limitations in respect of the assessment or collection of any material amount of Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been waived or its Subsidiaries has timely paid all Taxes extended (whether other than Permitted Liens or not shown on such pursuant to automatic extensions of time to file Tax ReturnsReturns obtained in the ordinary course of business), which waiver or extension is in effect; (v) due and owing by it and to the Knowledge of the Company, the Company has withheld or collected and paid over to the appropriate taxing authority applicable Taxing Authority all material Taxes which it is required to be withheld or collected by law to withhold or to collect for payment from the Company in connection with any amounts paid or owing to any employee, stockholdercreditor, creditor independent contractor or other third party; (ivvi) neither the Company nor has not requested any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; letter ruling from the IRS (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by comparable ruling from any foreign, federal, state or local taxing authorityother Taxing Authority); (vii) there are is no Liens Lien (other than Permitted Liens) for material Taxes upon any of the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet dueCompany; (viii) there are no the Company has not received any written request from a Taxing Authority in a jurisdiction where the Company has not paid any material unresolved questions Tax or claims concerning filed material Tax Returns asserting that the Company’s Company is or any of its Subsidiaries’ may be subject to Tax liabilityin such jurisdiction; and (ix) the Company is not a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); (x) the Company has no material liability for the Taxes of any other Person (other than a Subsidiary of the Company): (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable Law), (2) as a transferee or successor or (3) otherwise by operation of applicable Law; (xi) the Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and (xii) the Company has not been an S corporationa party to any “listed transaction” as defined in Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)(2).

Tax Matters. Except as would not reasonably be expected to have a Material Adverse Effect and except as disclosed in Section 5.13 of the Company Disclosure Schedule, (a) (i) The each of the Company and each of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) , all such Tax Returns are complete true and accurate in all material respectscorrect, disclose all Taxes required to be paid by and the Company or any and each of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (due and payable, whether or not shown on such Tax Returns, or has made adequate provision (in accordance with GAAP) due and owing by it and has withheld and paid over to the appropriate taxing authority for all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyon the latest balance sheet included in the Company Financial Statements; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vib) there is no action, suitpending examination, investigation, audit, suit, action, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect proceeding relating to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters written notice thereof has been requested received by the Company and any Subsidiary; (c) neither the Company nor any of its Subsidiaries has received written notice of a determination by any foreign, federal, state or local taxing authority; (vii) there Taxing Authority that any Tax amounts are no Liens for Taxes upon the assets or properties of owed by the Company or any of its Subsidiaries except Liens relating Subsidiaries, which determination has not been paid, compromised, or otherwise finally disposed of, and, to current Taxes not yet duethe knowledge of the Company, no such determination is proposed or threatened; (viiid) there are no material unresolved questions Encumbrances arising from or claims concerning related to Taxes on or pending against the Company’s Company or any of its Subsidiaries’ Tax liability, or any of their properties, other than statutory liens for Taxes that are not yet due and payable; (e) neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355(a) of the Code within the two-year period prior to the date of this Agreement; and (ixf) the Company is not and has not been aware of any fact or circumstance that would, if Harbinger elects to exercise its rights pursuant to Section 20.3(a) or (c), prevent the contribution of the Contribution Assets and, with respect to the transaction described in Section 20.3(c), the contribution of the Common Stock to New Parent that is deemed to occur as a consequence of the transactions described therein, from qualifying as an S corporationexchange governed by Section 351(a) of the Code.

Tax Matters. (a) Except for those matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) The each of the Company and each of its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all Tax Returns required to be filed by it, and all such filed Tax Returns are correct and complete; (ii) all such Tax Returns are complete each of the Company and accurate in all material respectsits Subsidiaries has timely paid, disclose or has caused to be timely paid on its behalf (taking into account any extension of time within which to file) all Taxes required to be paid by it (whether or not shown to be due on any Tax Return); (iii) no deficiency with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries for the periods covered thereby and have which has not been prepared fully paid or adequately reserved against in compliance accordance with all applicable laws and regulations; (iii) GAAP in the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due SEC Documents; and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor no audit or other administrative or court proceedings are pending with any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened Governmental Authority with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters written notice thereof has been requested by received; (v) neither the Company nor any foreignof its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (vi) neither the Company nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement, federalexcept that Talen Energy Holdings, state or local taxing authorityInc. and PPL Energy Supply, LLC were “controlled corporations” in the Distribution and the Internal Distribution, respectively (as such terms are defined in the Transaction Agreement); (vii) there neither the Company nor any of its Subsidiaries is a party to any Tax allocation, sharing or indemnity agreement or arrangement (other than (A) any Tax indemnification provisions in commercial agreements that are no Liens not primarily related to Taxes, (B) any agreement solely between or among any of the Company and its Subsidiaries and (C) the obligations set forth in the Transaction Agreement and the Separation Agreement); (viii) neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (ix) neither the Company nor any of its Subsidiaries has any liability for Taxes upon the assets or properties of any other Person (other than the Company or any of its Subsidiaries except Liens relating Subsidiaries) pursuant to current Taxes not yet due; Treasury Regulations Section 1.1502-6 (viii) there are no material unresolved questions or claims concerning the Company’s or any similar provision of Law) or as a transferee or successor, except that, prior to and on the date of the Distribution (as defined in the Transaction Agreement), the Company and certain of its Subsidiaries’ Tax liability; and (ix) Subsidiaries were members of the Company consolidated federal income tax return group of which PPL Corporation is not and has not been an S corporationthe common parent.

Tax Matters. (a) (i) The Except as set forth on Section 7H of the Company Disclosure Letter, (A) the Company and each of its Subsidiaries has timely filed all material Tax Returns that it is required to be filed by itfile; (iiB) to the Company’s knowledge, all such Tax Returns are accurate and complete and accurate in all material respects, disclose (C) except as would not result in a Company Material Adverse Effect, all Taxes required to be paid due and owing by the Company or any of its Subsidiaries for the periods covered thereby and shall have been prepared in compliance with all applicable laws and regulations; (iii) paid by the Company or its Subsidiaries Subsidiaries; (D) no deficiency or proposed adjustment which has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts been paid or owing to resolved for any employeematerial amount of Tax has been asserted, stockholder, creditor proposed or other third partyassessed by any Taxing authority against the Company or any of its Subsidiaries; (ivE) neither the Company nor any of its Subsidiaries has consented to extend the time in which any Tax may be assessed or collected by any Taxing authority and neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations with respect to any Taxes, in both cases other than for consents and extensions which by their terms have expired; (F) as of the date hereof, there are no ongoing or pending or, threatened in writing, Tax audits, examinations, or investigations in respect of Taxes which waiver is currently in effectof the Company or any of its Subsidiaries by any Taxing authority against the Company or any of its Subsidiaries; (vG) except as would not result in a Company Material Adverse Effect, the unpaid Taxes of the Company and its Subsidiaries for Tax periods through March 31, 2006 do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes) set forth on the financial statements included in the Company SEC Reports; (H) with respect to all Tax years ending on or before December 31, 1992, the federal income Tax Returns referred to in clause (A) have been examined by the IRS or the appropriate Taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired; (I) there are no material Liens relating to Taxes on any of the assets of the Company or any of its Subsidiaries, except for Liens relating to current Taxes not yet due and payable or relating to Taxes that are being contested in good faith; (J) during the last five years, neither the Company nor any of its Subsidiaries has been a party to any transaction treated by the parties thereto as one to which Section 355 of the Code applied; and (K) neither the Company nor any of its Subsidiaries is currently has engaged in a “listed transaction” within the beneficiary meaning of any extension Treasury Regulation 1.6011-4(b)(2) or reported a “reportable transaction” within the meaning of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationTreasury Regulation Section 1.6011-4.

Tax Matters. (a) The Seller shall be responsible for, and shall pay or cause to be paid, and shall indemnify and hold the Companies, the Company Subsidiaries, AHI, the Purchaser, and their Affiliates and successors (the "Purchaser Indemnified Parties") harmless from and against any and all Taxes that may be imposed on or assessed against them on account of Taxes imposed upon the Companies or the Company Subsidiaries or their assets (i) The Company with respect to all taxable periods ended on or prior to the Closing Date (including, but not limited to, the contested items set forth on Schedule 4.26, to the extent, but only to the extent, such amounts are due and each owing), if and to the extent, but only to the extent, that the liability for such Taxes exceeds the liabilities or accruals taken into account in the preparation of its Subsidiaries has timely filed all Tax Returns required the Closing Date Balance Sheet for Taxes relating to be filed by itsuch periods; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required with respect to be paid by any Person other than any of the Companies or the Company Subsidiaries arising under Reg. Section 1.1502-6 (or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationssimilar provision or state, local, or foreign law), or as a transferee or successor or by contract or otherwise; (iii) the Company or its Subsidiaries has timely paid with respect to any and all Taxes (whether or not shown on such Tax Returnsallocated to Seller pursuant to Section 5.6(c) due hereof, if and owing by it and has withheld and paid over to the appropriate taxing authority all extent, but only to the extent, that the liability for such Taxes which it is required by law exceeds the liabilities or accruals taken into account in the preparation of the Closing Date Balance Sheet for Taxes relating to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partysuch periods; (iv) neither with respect to any Taxes incurred by or imposed upon any of the Companies, the Company nor any of its Subsidiaries has waived Subsidiaries, the Purchaser or been requested to waive any statute of limitations AHI in respect of Taxes which waiver is currently connection with the transactions contemplated hereby, other than as described in effectSection 5.6(b); (v) neither with respect to Tax liabilities of the Seller and its Subsidiaries (other than the Companies or the Company nor any of its Subsidiaries is currently Subsidiaries) arising after the beneficiary of any extension of time within which to file any Tax Return; Closing Date, (vi) there is no actionarising from any misrepresentation or breach of warranty contained in Sections 2.7 and 4.26 hereof. The Seller shall also pay or cause to be paid and shall indemnify and hold harmless the Purchaser Indemnified Parties from and against all losses, suitdamages and reasonable third party costs and expenses (including reasonable attorney, investigation, auditaccountant and expert witness fees and disbursements) ("Related Costs") incurred in connection with the Taxes for which the Seller indemnifies the Purchaser Indemnified Parties pursuant to this Section 5.6(a) (or any asserted deficiency, claim demand or assessment pending orassessment, including the defense or settlement thereof) or the enforcement of this Section 5.6(a). Any payment required to made by the Knowledge of Seller pursuant to this Section 5.6(a) shall be made within 30 days after written notice from the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationPurchaser.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed all All Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required prior to be paid by the Company date hereof with respect to each of the Alarm Companies or any of its Subsidiaries for the periods covered thereby and income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable by or with respect to each of the Alarm Companies have been paid or will be accrued on the books and records of each of the Alarm Companies as of the Closing. Each of the Alarm Companies has duly and validly filed elections for "S" corporation status under the Code, and such "S" elections have not been revoked or terminated and none of the Alarm Companies or the Shareholder has taken any action which would cause a termination of the "S" election. Except as set forth in Schedule 3.19 hereto: (i) with respect to each taxable period of each of the Alarm Companies, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against any of the Alarm Companies; (iii) none of the Company Alarm Companies has consented to extend the time in which any Taxes may be assessed or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing collected by it and has withheld and paid over to the appropriate any taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyauthority; (iv) neither none of the Company nor any of its Subsidiaries Alarm Companies has waived requested or been requested granted an extension of the time for filing any Tax Return to waive any statute of limitations in respect of Taxes which waiver is currently in effecta date later than the Effective Time; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigationtaxing authority proceeding, auditor audit or claim for refund now in progress, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened against or with respect to Taxes any of the Company Alarm Companies regarding Taxes; (vi) none of the Alarm Companies has made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of its Subsidiariesstate, and no information related local or foreign law) on or prior to Tax matters has been requested by any foreign, federal, state or local taxing authoritythe Effective Time; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.Liens

Tax Matters. (a) (i) The Company, Company Subsidiaries ----------- and each of its Subsidiaries has Company Joint Ventures have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by it; (ii) any of them and all such filed Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iiiii) the Company, Company or its Subsidiaries has and Company Joint Ventures have duly and timely paid all material Taxes (whether or not that are shown as due on such filed Tax Returns) due and owing by it and has withheld and paid over to Returns or that any of the appropriate taxing authority all Taxes which it Company, Company Subsidiaries or Company Joint Ventures is required by law obligated to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party, except with respect to matters contested in good faith and reserved for in accordance with GAAP; (iviii) neither as of the Company nor any date of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) this Agreement, there is are no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed threatened in writing audits, examinations, investigations or threatened with other proceedings in respect of Taxes or Tax matters relating to Taxes any of the Company, Company or any of its Subsidiaries, Subsidiaries and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityCompany Joint Ventures; (viiiv) there are no Liens deficiencies or claims for any Taxes that have been proposed, asserted or assessed against any of the Company, Company Subsidiaries and Company Joint Ventures which, if determined adversely to the Company, Company Subsidiary or Company Joint Venture, could be reasonably expected to have a Company Material Adverse Effect; (v) there are no material liens or claims for Taxes upon the assets or properties any of the Company, Company Subsidiaries and Company Joint Ventures, other than liens or any of its Subsidiaries except Liens relating to claims for current Taxes not yet duedue and payable and liens or claims for Taxes that are being contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (vi) no Tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transfers contemplated by this Agreement, (vii) none of the Company, Company Subsidiaries or Company Joint Ventures has been a party to a distribution during the last three years in which the parties to such distribution treated the transaction as one to which Section 355 of the Internal Revenue Code of 1986, as amended (the "Code") applied, ---- (viii) there are no material unresolved questions extensions or claims concerning waivers of the statute of limitations have been given by or requested with respect to any Taxes of any of the Company’s , Company Subsidiaries or any of its Subsidiaries’ Tax liability; and Company Joint Ventures, (ix) the Company is not has made available to Buyer copies of all material income, franchise, capital and similar returns and reports with respect to Taxes as filed by any of the Company, Company Subsidiaries or Company Joint Ventures for all taxable years for which the relevant statute of limitation has not expired, (x) none of the Company, Company Subsidiaries or Company Joint Ventures is a party to any Tax allocation or sharing agreement, is or has been a member of an S corporation.affiliated group filing consolidated or combined returns or reports of Taxes (other than a group the common parent of which is or was the Company) or otherwise has any liability for the Taxes of any other Person (other than the Company, Company Subsidiaries or Company Joint Ventures), (xi) adequate provision has been made for the payment of Taxes for which any of the Company, Company Subsidiaries or Company Joint Ventures may be liable for the periods covered by the consolidated financial statements contained in the ASIG SEC Reports that are not yet due and payable, (xii) none of the Company, Company Subsidiaries or Company Joint Ventures will be required, as a result of (A) a change in accounting method for a Tax period beginning on or before the Closing, to include any adjustment under Section 481(c) of the Code (or any similar provision of state, local or foreign law) in taxable income for any Tax period beginning on or after the Closing Date, or (B) any "closing agreement" as described in Section 7121 of the Code (or any similar provision of state, local or foreign Tax law), to include any item of

Tax Matters. (a) (i) The Company will not incur any supplementary Taxes or lose any rights to any Tax benefits (including any tax carry-forward losses (déficits fiscaux) available to the Company or the Purchaser) by reason of the transfer of the Shares. Since the acquisition of the Company by the Seller, the Company has complied in all material respects with all Laws applicable to the Company and each relating to the determination, payment and collection of its Subsidiaries has timely filed Taxes. Since the acquisition of the Company by the Seller, all Tax Returns required by applicable Law to have been filed by or on behalf of the Company with any Governmental Authority have been filed in a timely manner, and each such Tax Return correctly reflected the Tax liabilities and all other information required to be filed by it; (ii) all such Tax Returns are complete and accurate reported thereon in all material respects. There are no Encumbrances for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company. As of the Closing Date, disclose all Taxes which the Company is or may become required to be paid by pay (or to withhold or collect) in respect of all periods (or portions thereof) ending on or prior to the Company or any of its Subsidiaries for the periods covered thereby and Closing Date shall have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld or collected and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold Governmental Authority). No claims or to collect for payment from amounts paid or owing to any employeeaudits, stockholder, creditor investigations or other third party; (iv) neither Proceedings have been notified in writing to the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge knowledge of the CompanySeller, proposed or threatened with respect relating to Taxes of for which the Company or may become liable. All deficiencies for any of its Subsidiaries, and no information related to Tax matters has Taxes which have been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of assessed against the Company for prior years have been settled or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there paid in full or are no material unresolved questions or claims concerning fully provisioned in the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the 2005 Financials. The Company is not and has not been an S corporationa party to any agreement or other arrangement for the waiver of any applicable statute of limitations or extension of time for the assessment or payment of any Taxes.

Tax Matters. (a) (i) The All Taxes (whether or not shown on any Tax Return) arising in the past three (3) years, and all other material Taxes, in each case, for which any Acquired Company and each of its Subsidiaries has may be liable have been timely filed paid; (ii) all Tax Returns required to be have been filed in the past three (3) years, and all other material Tax Returns, in each case, by itor with respect to each Acquired Company have been timely filed; (iiiii) all such Tax Returns are complete and accurate in all material respects, respects and disclose all Taxes required to be paid by the or with respect to each Acquired Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partythereby; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any no extension of time within which to file any such Tax ReturnReturn is in effect; (v) no waiver of any statute of limitations relating to Taxes for which any Acquired Company may be liable is in effect, and no written request for such a waiver is outstanding; (vi) Part 2.14 of the Disclosure Letter sets forth a schedule of the Tax Returns referred to in clause (ii) with respect to which neither the appropriate Governmental Body has completed its examination (with all issues finally resolved) nor the period for assessment of the associated Taxes (taking into account all applicable extensions and waivers) has expired, but solely with respect to any such Tax Return that (A) is a federal or material state or local income Tax Return, or (B) is or has been the subject of an examination; (vii) there is no action, suit, investigation, audit, claim Legal Proceeding pending or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes for which any Acquired Company may be liable; (viii) to the Company’s Knowledge, no claim has ever been made by a Governmental Body in a jurisdiction where any Acquired Company has never paid Taxes or filed Tax Returns asserting that such Acquired Company is or may be subject to Taxes assessed by such jurisdiction; (ix) all deficiencies asserted or assessments made as a result of any examination of the Company Tax Returns referred to in clause (ii) have been paid in full or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityotherwise finally resolved; (viix) there are no Liens Tax rulings, requests for rulings, or closing agreements relating to Taxes for which any Acquired Company may be liable that could affect any Acquired Company’s Liability for Taxes for any taxable period ending after the Closing Date; (xi) no Acquired Company will be required to include or accelerate the recognition of any item in income, or exclude or defer any deduction or other Tax benefit, in each case in any taxable period (or portion thereof) after the Closing, as a result of any change in method of accounting, closing agreement, intercompany transaction, instalment sale, election under Section 108(i) of the Code, or the receipt of any prepaid amount (other than any prepaid amount that is included in the Deferred Revenue, as defined in Exhibit E, of the Acquired Companies as of the Closing Date), in each case prior to the Closing; (xii) there are no liens for Taxes upon the assets or properties of the any Acquired Company or any of its Subsidiaries except Liens liens relating to current Taxes not yet due; (viiixiii) all Taxes which any Acquired Company is required by Legal Requirement to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate Governmental Body; (xiv) no Acquired Company has been a member of any Company Group other than each Company Group of which it is presently a member, and no Acquired Company presently has or has had any direct or indirect ownership interest in any Entity (other than the Subsidiaries of the Company); (xv) no Acquired Company has any Liability for Taxes of another Person under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or foreign law), under any agreement or arrangement, as a transferee or successor, or by contract or otherwise; (xvi) no Acquired Company has participated in any “listed transaction” within the meaning of Treasury Regulation § 1.6011-4(b)(2) and, with respect to each transaction in which any Acquired Company has participated that is a “reportable transaction” within the meaning of Treasury Regulation § 1.6011-4(b)(1), such participation has been properly disclosed on Internal Revenue Service Form 8886 (Reportable Transaction Disclosure Statement) and on any corresponding form required under state, local or other law; (xvii) any powers of attorney granted by any Acquired Company prior to the Closing relating to Taxes will terminate and be of no effect following the Closing; (xviii) none of the Company’s Subsidiaries is disregarded as an entity separate from its owner for federal income Tax purposes, and no election under Treasury Regulation § 301.7701-3 with respect to the federal income Tax classification of any Acquired Company has been made; (xix) during the last three (3) years, no Acquired Company has been a party to any transaction treated by the parties thereto as one to which Section 355 of the Code (or any similar provision of state, local or foreign law) applied; (xx) the transactions contemplated by this Agreement are not subject to the rules of Treasury Regulation § 1.1502-36; (xxi) no Acquired Company is, or during the past twelve (12) month period has been, a United States shareholder (within the meaning of Section 951(b) of the Code) of a controlled foreign corporation (within the meaning of Section 957 of the Code), (xxii) there are no material unresolved questions Tax credits, grants or claims concerning similar amounts that are or could be subject to clawback or recapture as a result of (1) the transactions contemplated by this Agreement or (2) a failure by any Acquired Company to satisfy one or more requirements on which the credit, grant or similar amount is or was conditioned; (xxiii) no transaction contemplated by this Agreement is subject to withholding under Section 1445 of the Code (relating to “FIRPTA”); (xxiv) to the Knowledge of the Company, no real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax will be imposed on the transactions contemplated by this Agreement; (xxv) no Acquired Company has established or has been required to establish a Subpart F income recapture account within the meaning of Treasury Regulation § 1.952-1(f); (xxvi) no Acquired Company has unutilized net operating losses the use of which to offset U.S. federal income tax liability would be restricted or prohibited under Section 1503 of the Code or Treasury Regulations thereunder; and (xxvii) to the Company’s Knowledge, all intercompany pricing for transactions between or among any of its Subsidiaries’ the Acquired Companies or their Affiliates has been determined in accordance with the arm’s length standard set forth in applicable Treasury Regulations under Section 482 of the Code and comparable provisions of foreign income Tax liability; and (ix) law. Notwithstanding any provision of this Agreement to the contrary, the Company is not and has not been an S corporationmakes no representation or warranty in respect of the amount or availability of any net operating losses, credits or other Tax attributes of any of the Acquired Companies for any Tax period beginning on or after the Closing Date.

Tax Matters. (a) (i) The Company Acquiror shall prepare or cause to be prepared and each of its Subsidiaries has timely file or cause to be filed all Tax Returns required of the Target for all Tax periods (or portions thereof) ending on or before the Closing Date that are due to be filed by it; (iiafter the Closing Date. All Tax Returns to be prepared pursuant to this Section 6.6(a) all shall be prepared in a manner consistent with past practice. The Acquiror shall provide to Holdings for its review and approval a copy of such Tax Returns are complete and accurate described in all material respectsthis Section 6.6(a) at least thirty (30) days prior to the due date of such Tax Return (including extensions), disclose all Taxes required such approval not to be paid by unreasonably withheld, conditioned or delayed. If Holdings does not provide Acquiror with a written description of the Company or any items in the Tax Returns that it intends to dispute within ten days (10) days following the delivery to it of its Subsidiaries for such documents, it shall be deemed to have accepted and approved such documents in the periods covered thereby form provided and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on shall sign such Tax Returns. Acquiror and Holdings agree to consult with each other and to resolve in good faith any timely-raised issue arising as a result of the review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible. In the event the parties are unable to resolve any dispute within ten (10) days following the delivery of written notice by Holdings of such dispute, Holdings and Acquiror shall jointly request an Independent Accountant (as defined in Section 7.5(f) below) to resolve any issue in dispute before the due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any date of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any such Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened in order that such Tax Return may be timely filed. The Independent Accountant shall make a determination with respect to Taxes any disputed issue. Holdings and Acquiror shall each bear one-half of the Company or any of its SubsidiariesIndependent Accountant’s fees and expenses, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties determination of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the CompanyIndependent Accountant’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationshall be binding on all parties.

Tax Matters. The Managing Member is hereby designated the “partnership representative” of the Company for purposes of Section 6223(a) of the Code (the “Tax Matters Representative”). The Members are specifically directed and authorized to take whatever steps the Managing Member deem necessary or desirable to perfect any such designation, including filing any forms or documents with the IRS and taking such other action as may from time to time be required under the Regulations (including appointing a “designated individual” of the Tax Matters Representative (as such term is defined in Regulations Sections 301.6223-1(b)(3))) and, upon request of the Tax Matters Representative, the Members shall execute any forms or statements required in connection therewith. The Tax Matters Representative (a) shall manage audits of the Company conducted by the IRS or any other taxing authority pursuant to the audit procedures under the Code and the Regulations promulgated thereunder or other applicable law; provided that the Tax Matters Representative shall give the Members notice of such audits and allow the Members to participate, and (b) is authorized to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including administrative and judicial proceedings, provided that the Tax Matters Representative shall not extend the statute of limitations, settle any tax audit, proposed adjustment or other proceeding on behalf of the Company, or take any action that has an adverse effect on any Member without the written consent of such Member. Third-party, out-of-pocket expenses actually incurred by any Member as the Tax Matters Representative or in a similar capacity as set forth in this Section 7.6 shall be at the expense of the Company. Such Company expenses shall include reasonable attorneys’ fees, charges and disbursements, fees of other tax professionals, accountants, appraisers and experts and filing fees. If the Company receives a notice of final partnership adjustment from the IRS, the Tax Matters Representative may, with respect to any applicable year, cause the Company to (i) The Company elect the application of Section 6226 of the Code with respect to any imputed underpayment arising from such adjustment, and each of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) all furnish to each Member and former Member (as applicable), a statement of such Member’s share of any adjustment to income, gain, loss, deduction or credit (as determined in the notice of final partnership adjustment). If and to the extent the Company does not elect to apply Section 6226 of the Code to any adjustment, then Tax Returns Matters Representative shall use commercially reasonable efforts to allocate the burden of any taxes, interest, penalties and related expenses that are complete and accurate in all material respects, disclose all Taxes required to be paid payable by the Company or any of its Subsidiaries for subsidiaries as a result of such adjustment (such taxes, interest, penalties and related expenses, “Audit Related Taxes”), to the periods covered thereby Members to which such Audited Related Taxes are attributable. In furtherance, and have been prepared not in compliance with all applicable laws limitation, of the preceding sentence, (x) each Member (while it is a Member and regulations; after it ceases being a Member) hereby agrees to pay to the Company, within thirty (iii30) days following a written demand by the Company, such Member’s (or former Member’s) allocable share of any Audited Related Taxes, (y) such contribution shall neither be treated as a Capital Contribution nor result in an increase to such Member’s Capital Account, and (z) the Company or its Subsidiaries has timely paid all Taxes shall be entitled to withhold pursuant to Section 7.8 from any distributions otherwise payable to a Member such Member’s allocable share of any Audited Related Taxes. Furthermore, each Member hereby agrees that, while it is a Member and after it ceases being a Member, it shall provide such information and take such other actions as may be requested by the Tax Matters Representative (whether or not shown on such Tax ReturnsA) due in connection with an audit, including, without limitation, amending prior year returns and owing by it and has withheld and paid over providing evidence thereof to the appropriate taxing authority all Taxes which it is required by law Company, providing information to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested regarding their prior year returns, and (B) to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither enable the Company nor to make elections and/or computations in connection therewith. If any state, local or non-U.S. tax law provides for a “tax matters partner”, “partnership representative” or person having similar rights, powers, authority or obligations, the Tax Matters Representative shall also serve in such capacity, and shall have all rights, powers and privileges, as well as limitations and qualifications, as are the same or substantially similar as those as are set forth in this Section 7.6, and thus, without limitation, shall be entitled to make any comparable elections, determinations or payments to those set forth in this Section 7.6. The foregoing provisions shall survive the dissolution of its Subsidiaries is currently the beneficiary Company. For the avoidance of any extension of time within which to file any Tax Return; (vi) there is no actiondoubt, suit, investigation, audit, claim or assessment pending or, the rights and authority granted to the Knowledge Tax Matters Representative under this Section 7.6 shall apply notwithstanding any other provision of this Agreement. The rights of the Tax Matters Representative and the obligations of the Members set forth in this Section 7.6 and in Section 7.8 shall survive the dissolution, liquidation and termination of the Company, proposed or threatened with respect to Taxes the termination of the Company or any this Agreement, and/or a Transfer of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning a Member’s interests in the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.

Tax Matters. (a1) (iA) The Company All returns, amended returns or other reports (including elections, declarations, disclosures, schedules, estimates and each of its Subsidiaries has timely filed all Tax Returns information returns) with respect to Taxes (as hereinafter defined) ("TAX RETURNS") that are required to be filed (taking into account any validly obtained extensions of time within which to file) by it; (ii) or with respect to it and its subsidiaries have been duly and timely filed, and all such Tax Returns are complete and accurate in all material respects, disclose (B) all Taxes required shown to be due on the Tax Returns referred to in clause (A) have been paid by the Company in full in a timely manner, (C) all Taxes that it or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it subsidiaries is required by law obligated to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; party have been withheld and, to the extent due and payable, paid over to the proper Governmental Authority in a timely manner, (ivD) neither the Company nor any Tax Returns referred to in clause (A) have been examined by the Internal Revenue Service or the appropriate Tax authority or the period for assessment of its Subsidiaries has waived or been requested to waive any statute of limitations the Taxes in respect of Taxes which waiver is currently such Tax Returns were required to be filed has expired, (E) all deficiencies asserted or assessments made as a result of such examinations have been paid in effect; full, (vF) neither no issues that have been raised by the Company nor relevant taxing authority in connection with the examination of any of its Subsidiaries is the Tax Returns referred to in clause (A) are currently the beneficiary pending, and (G) no extensions or waivers of any extension statutes of time within which to file any Tax Return; (vi) there is no actionlimitation have been given by, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened requested with respect to any Taxes of the Company of, it or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationsubsidiaries.

Tax Matters. (a) Except as otherwise disclosed in Schedule 4.9, ------------ (i) The Company and each of its Subsidiaries the Buyer has timely filed (or joined in the filing of) when due all Tax Returns required by applicable law to be filed by itwith respect to the Buyer and all Taxes shown to be due on such Tax Returns have been paid; (ii) all such Tax Returns are were true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by respects as of the Company or any time of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationssuch filing; (iii) the Company or its Subsidiaries has timely paid all Taxes relating to periods ending on or before the Closing Date owed by the Buyer (whether or not shown on any Tax Return) or to which the Buyer may be liable under Treasury Regulations (S) 1.1502-6 (or analogous state or foreign provisions) by virtue of having been members of any "affiliated group" (or other group filing on a combined or unitary basis) at any time on or prior to the Closing Date, if required to have been paid, have been paid (except for Taxes which are being contested in good faith); (iv) any liability of the Buyer for Taxes not yet due and payable, or which are being contested in good faith, has been provided for on the financial statements of the Buyer in accordance with and to the extent required by GAAP; (v) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Buyer in respect of any Tax or assessment, nor is any claim for additional Tax or assessment asserted by any Tax authority; (vi) no material claim has been made by any Tax authority in a jurisdiction where the Buyer does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction, nor to the Buyer's knowledge is any such assertion threatened; (vii) there is no outstanding request for any extension of time within which to pay any Taxes or file any Tax Returns; (viii) due there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Buyer; (ix) no property of the Buyer is "tax- exempt use property" within the meaning of Section 168(h) of the Code; (x) the Buyer is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954; (xi) the Buyer has not filed any agreement or consent under Section 341(f) of the Code; (xii) the Buyer is not a "foreign person" within the meaning of Section 1445 of the Code; (xiii) the Buyer is not a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; and owing by it and (xiv) the Buyer has withheld and paid over all material Taxes required to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from be withheld in connection with any amounts paid or owing to any employee, stockholdercreditor, creditor independent contractor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed all All Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required prior to be paid by the date hereof with respect to the Company or any of its Subsidiaries for the periods covered thereby and income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable for the periods expiring on or prior to December 31, 1997 by or with respect to the Company have been paid or are accrued on the Current Balance Sheet or will be accrued on its books and records as of the Closing. Except as set forth in Schedule 3.19 hereto: (i) with respect to each taxable period of the Company, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company; (iii) the Company has not consented to extend the time in which any Taxes may be assessed or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing collected by it and has withheld and paid over to the appropriate any taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyauthority; (iv) neither the Company nor any of its Subsidiaries has waived not requested or been requested granted an extension of the time for filing any Tax Return to waive any statute of limitations in respect of Taxes which waiver is currently in effecta date later than the Closing Date; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigationtaxing authority proceeding, auditor audit or claim for refund now in progress, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened against or with respect to Taxes the Company regarding Taxes; (vi) the Company has not made an election or filed a consent under Section 341(f) of the Company Code (or any corresponding provision of its Subsidiariesstate, and no information related local or foreign law) on or prior to Tax matters has been requested by any foreign, federal, state or local taxing authoritythe Closing Date; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to (other than for current Taxes not yet duedue and payable) upon the assets of the Company; (viii) there are no material unresolved questions the Company will not be required (A) as a result of a change in method of accounting for a taxable period ending on or claims concerning prior to the Company’s Closing Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of its Subsidiaries’ Tax liabilitystate, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Closing Date or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Closing Date; and (ix) the Company has not been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) the Company is not a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) no taxing authority will claim or assess any additional Taxes against the Company for any period for which Tax Returns have been filed; (xii) the Company has not made any payments, and is not and will not become obligated (under any contract entered into on or before the Closing Date) to make any payments, that will be non-deductible under Section 280G of the Code (or any corresponding provision of state, local or foreign law); (xiii) the Company has not been an S corporationa United States real property holding corporation within the meaning of Section 897(c)(2) of the Code (or any corresponding provision of state, local or foreign law) during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code (or any corresponding provision of state, local or foreign law); (xiv) no claim has ever been made by a taxing authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to Taxes assessed by such jurisdiction; (xv) the Company has no permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xvi) true, correct and complete copies of all income and sales Tax Returns filed by or with respect to the Company for the past three years have been furnished or made available to Medical Manager; (xvii) the Company will not be subject to any Taxes for the period ending at the Closing Date for any period for which a Tax Return has not been filed imposed pursuant to Section 1374 or Section 1375 of the Code (or any corresponding provision of state, local or foreign law); (xviii) no sales or use tax will be payable by the Company or Medical Manager as a result of this transaction, and there will be no non-recurring intangible tax, documentary stamp tax or other excise tax (or comparable tax imposed by any governmental entity) payable by the Company or Medical Manager by virtue of the transactions completed in this Agreement.

Tax Matters. (a) (i) The Company Purchaser has duly and each of its Subsidiaries has timely filed all material Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) there is no Action, pending or proposed in writing, with respect to Taxes of the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyPurchaser; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any no statute of limitations in respect of the assessment or collection of any Taxes of the Purchaser for which a Lien may be imposed on any of the Purchaser’s assets has been waived or extended, which waiver or extension is currently in effect; (v) neither the Company nor Purchaser has complied in all respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Purchaser; (vi) no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed on the transfer of the Ordinary Shares of the Purchaser by the Shareholders to the Purchaser pursuant to this Agreement; (vii) there is no Lien (other than Permitted Liens) for Taxes upon any of its Subsidiaries the assets of the Purchaser; (viii) other than the Israeli Tax Ruling, there is currently no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or agreement with any Taxing Authority, with respect to the beneficiary Purchaser; (ix) no claim has ever been made by a Taxing Authority in a jurisdiction where the Purchaser has not paid any Tax or filed Tax Returns, asserting that the Purchaser is or may be subject to Tax in such jurisdiction, the Purchaser is not nor has it ever been subject to Tax in any country other than the respective countries of incorporation or formation of the Purchaser members by virtue of having a permanent establishment or other place of business in that country, and the members of the Purchaser are and have always been tax residents solely in their respective countries of incorporation or formation; (x) the Purchaser has provided to Purchaser true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2014; (xi) there is no outstanding power of attorney from the Purchaser authorizing anyone to act on behalf of the Purchaser in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Purchaser; (xii) the Purchaser is not, and has ever been, a party to any Tax sharing or Tax allocation Contract; (xiii) the Purchaser is and has never been included in any consolidated, combined or unitary Tax Return; (xiv) to the knowledge of the Purchaser, no issue has been raised by a Taxing Authority in any prior Action relating to the Purchaser with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Purchaser for any other period; and (xiv) the Purchaser has not requested any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to which Tax matters Return has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has since not been an S corporationfiled.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed For all Tax Returns required to purposes, the purchase price for the Transferred Assets (as determined for federal income tax purposes) shall be filed by it; allocated in the manner set forth on Schedule 15.11 (ii) all such Tax Returns are complete and accurate in all material respectsthe “Allocation”), disclose all Taxes required to which schedule shall be paid prepared by the Company or any Purchaser in a manner consistent with Section 1060 of its Subsidiaries for the periods covered thereby Internal Revenue Code, and have been prepared in compliance with all applicable laws the regulations promulgated thereunder, and regulations; (iii) delivered by the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over Purchaser to the appropriate taxing authority all Taxes which it is required by law Liquidator for its review and approval within thirty (30) days after the Closing Date. The Liquidator shall have thirty (30) days after receipt of the Allocation to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither notify the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations Purchaser in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary writing of any extension objections. If the Liquidator does not object in writing during such thirty (30) day period, the Allocation shall be final and binding on all Parties. If the Liquidator objects in writing during such thirty (30) day period, the Parties will attempt in good faith to resolve the disputed items. If the Parties are unable to reach an agreement within sixty (60) days of time within which the Liquidator’s receipt of the Allocation, any disputed items shall be referred to the Receivership Court for resolution, and the determination of the Receivership Court shall be final and binding on all Parties. The Parties each agree to file IRS Form 8594 consistent with the foregoing and in accordance with Section 1060 of the Internal Revenue Code and the regulations promulgated thereunder. Neither Party shall file any Tax Return; (vi) there is no action, suit, investigation, audit, claim Return or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect other document relating to Taxes that is inconsistent with such final Allocation, as determined pursuant to this section or in any discussion with or proceeding before any Governmental Authority or otherwise. If the Guaranteed Percentages should be adjusted pursuant to Section 3.3 of this Agreement, the Company or Parties shall agree on a revised Allocation that will reflect such change. If the Parties cannot agree on any of its Subsidiarieschange, and no information related it will be made to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon all categories in the assets or properties of Allocation in the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning same proportion as the Company’s or any of its Subsidiaries’ Tax liability; and (ix) change in the Company is not and has not been an S corporationGuaranteed Percentages.

Tax Matters. (a) Except as set forth on the Taxes Schedule: (ia) The the Company and each of its Subsidiaries has have duly and timely filed all income Tax Returns and all other material Tax Returns which are required to be filed by it; (ii) them, and all such Tax Returns are correct and complete and accurate in all material respects, disclose (b) all material amounts of Taxes required to be due and owing by the Company and its Subsidiaries have been fully and timely paid by (whether or not reflected on any such Tax Return); (c) all material amounts of Taxes which the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company are obligated to collect, deduct or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholdercreditor, creditor customer, shareholder or other third partythird-party have been fully and timely collected, deducted, withheld and paid to the appropriate Governmental Body; (ivd) no claim has ever been made by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction; (e) no deficiency or proposed adjustment which has not been paid or resolved for any material amount of Tax has been asserted or assessed (or threatened in writing) by any taxing authority of any Governmental Body against the Company; (f) neither the Company nor any of its Subsidiaries has waived consented to extend the time in which any Tax may be assessed or been requested to waive collected by any statute taxing authority of limitations any Governmental Body or in respect of Taxes which waiver any Tax Return may be filed, which extension is currently still in effect; (vg) there are no ongoing or, to the Sellers’ knowledge, pending or threatened Tax audits by any taxing authority of any Governmental Body against the Company or any of its Subsidiaries; (h) neither the Company nor any of its Subsidiaries is currently a party to or bound by, or has any obligation under any Tax allocation, sharing, indemnity or similar agreement or arrangement (other than customary indemnification provisions in any commercial agreement entered into in the beneficiary ordinary course of business and not primarily concerning Taxes); (i) neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return or any affiliated, consolidated, combined, unitary or similar group under any state, local or non-U.S. Law (other than a group the common parent of which was the Company); (j) neither the execution of this Agreement nor the consummation of the transaction contemplated hereby, either alone or in conjunction with any other event, directly or indirectly has resulted or could result, separately or in the aggregate, in the payment of any extension amount or benefit that could constitute an “excess parachute payment” within the meaning of time within which Code §280G (or any corresponding provision of state, local or foreign income Tax Law); (k) neither the Company nor any of its Subsidiaries will be required to file include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, including as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax Return; Law) executed on or prior to the Closing Date, (iii) intercompany transaction or excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax Law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received or deferred revenue accrued on or prior to the Closing Date, or (vi) there election under Code §108(i); (l) neither Demilec (USA), Inc. nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 (or so much of Code §356 as relates to Code §355) or Code §361; (m) neither Demilec (USA), Inc. nor any of its Subsidiaries is no actionor has been a party to any “listed transaction,” as defined in Code §6707A(c)(2) and Reg. §1.6011-4(b)(2); (n) at all times since its formation, suitthe Company has been properly characterized a “pass-through” entity for U.S. federal income Tax purposes, investigationand Demilec (USA), auditInc., claim or assessment pending or, to Insulation Operations Holdings S.à x.x. and Demilec Inc. have been properly characterized as corporations for U.S. federal income Tax purposes; (o) the Knowledge Shares are not “Taxable Canadian Property” within the meaning of the CompanyTax Act; (p) neither the Company nor any of its Subsidiaries (i) has entered into a “closing agreement” or any similar agreement or arrangement with any taxing authority, proposed (ii) is subject to any private letter ruling of the Internal Revenue Service or threatened comparable ruling of any other Governmental Body, or (iii) has granted to any Person any power of attorney that is currently in force with respect to Taxes of any Tax matter; (q) neither the Company or nor any of its SubsidiariesSubsidiaries has any Liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar or corresponding provision of state, local or non-U.S. Law), or as a transferee or successor, by contract or otherwise; (r) neither the Company nor any of its Subsidiaries has, and no information related to Tax matters has been requested by ever had, a branch, agency or permanent establishment in any foreign, federal, state or local taxing authoritycountry other than the country of its organization; (viis) there are no Liens neither the Company nor any of its Subsidiaries is a “passive foreign investment company” within the meaning of Section 1297 of the Code; (t) Demilec Inc. has not, nor has ever been deemed to have for Taxes upon purposes of the assets Tax Act, acquired or properties had the use of property for proceeds greater than the fair market value thereof from, or disposed of property for proceeds less than the fair market value thereof to, or received or performed services or had the use of property for other than the fair market value from or to, or paid or received interest or any other amount other than at a fair market value rate to or from, any Person with whom it does not deal at arm’s length within the meaning of the Tax Act; (u) Demilec (USA), Inc. is not, and has not been at any time during the applicable period specified in Code §897(c)(1)(A)(ii), a United States real property holding corporation within the meaning of Code §897(c)(2), and (v) any reference to the Company or any of its Subsidiaries except Liens relating shall be deemed to current Taxes include any Person that merged with or was liquidated or converted into the Company or such Subsidiary, as applicable. For all transactions between Demilec Inc. and any Person not yet due; resident in Canada for purposes of the Tax Act with whom Demilec Inc. was not dealing at arm’s length, for the purposes of the Tax Act, Demilec Inc. has made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) to (viiic) of the Tax Act and there are no material unresolved questions circumstances which exist and would result in, or claims concerning which have existed and resulted in, any of section 78 or sections 80 to and including section 80.04 of the Company’s Tax Act applying to Demilec Inc. or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.

Tax Matters. (a) (i) The Company and each of its Subsidiaries Parent has timely duly filed all material Tax Returns which are required to be filed by it, and has paid all material Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) there is no Action, pending or proposed in writing, with respect to any amount of Taxes of Parent; (iv) no statute of limitations in respect of the Company assessment or its Subsidiaries collection of any material amount of Taxes of Parent for which a Lien may be imposed on any of Parent’s assets has timely paid all Taxes been waived or extended (whether other than Permitted Liens or not shown on such pursuant to automatic extensions of time to file Tax ReturnsReturns obtained in the ordinary course of business), which waiver or extension is in effect; (v) due and owing by it and Parent has withheld or collected and paid over to the appropriate taxing authority applicable Taxing Authority all material Taxes which it is required to be withheld or collected by law to withhold or to collect for payment from Parent in connection with any amounts paid or owing to any employee, stockholdercreditor, creditor independent contractor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to Parent has not requested any letter ruling from the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company IRS (or any of its Subsidiaries, and no information related to Tax matters has been requested by comparable ruling form any foreign, federal, state or local taxing authorityother Taxing Authority); (vii) there are is no Liens Lien (other than Permitted Liens) for material Taxes upon any of the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet dueParent; (viii) there are Parent has not received any written request from a Taxing Authority in a jurisdiction where Parent has not paid any material amount of Tax or filed Tax Returns asserting that Parent is or may be subject to Tax in such jurisdiction; (ix) Parent is not a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); (x) Parent has no material unresolved questions or claims concerning liability for the Company’s Taxes of any other Person: (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of its Subsidiaries’ Tax liabilityapplicable Law), (2) as a transferee or successor or (3) otherwise by operation of applicable Law; (xi) Parent is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and (ixxii) the Company is not and Parent has not been an S corporationa party to any “listed transaction” as defined in Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)(2).

Tax Matters. (a) (i) The Company has duly and each of its Subsidiaries has timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, and disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partypaid; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no actionAction, suit, investigation, audit, claim pending or assessment pending proposed or, to the Knowledge of the Company, proposed or threatened threatened, with respect to Taxes of the Company or for which a Lien may be imposed upon any of its Subsidiariesthe Company’s assets and, and to the best of the Knowledge of the Company, no information related to Tax matters basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been requested waived or extended, which waiver or extension is in effect; (vi) the Company has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by any foreign, federal, state or local taxing authoritythe Company; ; (vii) there are no Liens for Taxes upon the assets or properties of claim has ever been made by a Taxing Authority in a jurisdiction where the Company has not paid any Tax or any of its Subsidiaries except Liens relating filed Tax Returns, asserting that the Company is or may be subject to current Taxes not yet dueTax in such jurisdiction; (viii) there are is no material unresolved questions outstanding power of attorney from the Company authorizing anyone to act on behalf of the Company in connection with any Tax, Tax Return or claims concerning Action relating to any Tax or Tax Return of the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not, and has ever been, a party to any Tax sharing or Tax allocation Contract; (x) the Company is and has never been included in any consolidated, combined or unitary Tax Return; (xi) the Company is not a party to a Contract that requires or would, upon the occurrence of certain events, require the Company to make a payment which would not be fully deductible under Section 280G of the Code without regard to whether such payment is reasonable compensation for services rendered and without regard to any exception that requires future action by any Person; (xii) during the last two years, the Company has not engaged in any exchange under which gain realized on the exchange was not recognized under Section 1031 of the Code; (xiii) the Company was not a “distributing corporation” or a “controlled corporation” under Section 355 of the Code in any transaction within the last two years or pursuant to a plan or series of related transactions (within the meaning of Section 355(e) of the Code) with any transaction contemplated by this Agreement; (xiv) the Company is not, and has never been, a “personal holding company” (within the meaning of Section 542 of the Code), a stockholder in a “controlled foreign corporation” (within the meaning of Section 957 of the Code), a “foreign personal holding company” (within the meaning of Section 552 of the Code as in effect prior to the repeal of such section), or a “passive foreign investment company” (within the meaning of Section 1297 of the Code); (xvi) the Company is not and has not been treated as a foreign corporation for U.S. federal income tax purposes, and (xvii) the Company is not an S corporation“investment company” for purposes of Sections 351(e) or 368 of the Code and the Treasury Regulations promulgated thereunder. The Company has not entered into a “reportable transaction” (within the meaning of Section 6707A of the Code or Treasury Regulations §1.6011-4 or any predecessor thereof).

Tax Matters. (a) (i) The Company and each of its Subsidiaries Parent has timely duly filed all income and other material Tax Returns which are required to be filed by it; (ii) all such Tax Returns are complete , and accurate in has paid all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due which have become due; (ii) all such Tax Returns are true, correct and owing complete and accurate in all material respects; (iii) there is no Action, pending or proposed in writing, with respect to a material amount of Taxes of Parent; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of Parent for which a Lien may be imposed on any of Parent’s assets has been waived or extended (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), which waiver or extension is in effect; (v) the Company has collected and remitted to the applicable Taxing Authority all material sales Taxes required to be collected by it and has the Company; (vi) Parent duly withheld or collected and paid over to the appropriate taxing authority applicable Taxing Authority all material Taxes which it is required to be withheld or collected by law to withhold or to collect for payment from Parent in connection with any amounts paid or owing to any employee, stockholdercreditor, creditor independent contractor or other third party; (ivvii) neither Parent has not requested any letter ruling from the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; IRS (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by comparable ruling form any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet dueother Taxing Authority); (viii) there are is no material unresolved questions Lien (other than Permitted Liens) for Taxes upon any of the assets of Parent; (ix) Parent has not received any written request from a Taxing Authority in a jurisdiction where Parent has not paid any Tax or claims concerning filed Tax Returns asserting that Parent is or may be subject to Tax in such jurisdiction, and Parent does not have a permanent establishment (within the Company’s meaning of an applicable Tax treaty) or other fixed place of business in a country other than the country in which it is organized; (x) Parent is not a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into in the ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); (xi) Parent has not been a member of an “affiliated group” within the meaning of Section 1504(a) of the Code filing a consolidated federal income Tax Return (other than a group the common parent of which was the Parent); (xii) Parent has no liability for the Taxes of any other Person: (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of its Subsidiaries’ Tax liabilityapplicable Law), (2) as a transferee or successor or (3) otherwise by operation of applicable Law; (xiii) the Parent is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and (ixxiv) the Company is not and Parent has not been an S corporation.a party to any “listed transaction” as defined in Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)(2). 55

Tax Matters. (a) Except as set forth in Section 4.10 ----------- of the Company Disclosure Schedule, and except as to matters that would not reasonably be expected, considered individually or in the aggregate with other matters, to result in a Material Adverse Effect: (i) The the Company and each of its the Company Subsidiaries has have timely filed (or there have been filed on their behalf) with appropriate taxing authorities all Tax Returns required to be filed by it; (ii) all them on or prior to the date hereof, such Tax Returns are correct, complete and accurate in all material respects, disclose and all Taxes required to be paid shown as due on such Tax Returns have been paid; (ii) there are no audits, claims, assessments, levies, administrative or judicial proceedings pending against the Company by any taxing authority; (iii) there are no liens for Taxes upon any property or assets of the Company or any of its Subsidiaries the Company Subsidiaries, except for liens for Taxes not yet due and payable, or liens for Taxes which are being contested in good faith; and are reserved for in accordance with GAAP in the periods covered thereby and have been prepared in compliance with all applicable laws and regulationsappropriate Company SEC Reports; (iiiiv) there are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any Taxes or deficiencies against the Company or its Subsidiaries has timely paid any of the Company Subsidiaries; (v) all Taxes (whether that the Company or not shown on such Tax Returns) due and any Company Subsidiaries is obligated to withhold from amounts owing by it and has withheld and to any employee, creditor or third party have been paid over to the appropriate taxing authority all Taxes which it is required by law authorities in a timely manner, to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partythe extent due and payable; and (ivvi) neither the Company nor any Company Subsidiary has been a party to any distribution occurring during the two-year period prior to the date of its Subsidiaries has waived or been requested this Agreement in which the parties to waive any statute such distribution treated the distribution as one to which Section 355 of limitations the Code applied, except for distributions occurring among members of the same group of affiliated corporations filing a consolidated federal income tax return. Except as set forth in respect Section 4.10 of Taxes which waiver is currently in effect; (v) the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has participated in any "listed transactions" or "reportable transactions" within the meaning of its Subsidiaries is currently Section 1.6011-4 of the beneficiary regulations promulgated by the U.S. Department of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, the Treasury pursuant to the Knowledge Code, and neither the Company nor any Company Subsidiary has been a "material advisor" to any such transactions within the meaning of Section 6111 of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationCode.

Tax Matters. Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not, without the prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned or delayed), cause or permit the Acquired Companies or any Affiliate of Buyer (a) to take any action on the Closing Date other than in the ordinary course of business, (ib) The Company and each to make or change any Tax election relating to or affecting a Pre-Closing Tax Period, (c) to amend any Tax returns of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries the Acquired Companies for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such a Pre-Closing Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to Period, initiate any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened voluntary disclosure with respect to Taxes of the Company or any of the Acquired Companies for a Pre-Closing Tax Period or agree to extend or waive the statute of limitations of any Pre-Closing Tax Period of any of the Acquired Companies, unless (i) in the case of clause (c), Buyer determined in its Subsidiariesgood faith judgment that such action is required by applicable Law in order for any Acquired Company to conduct business operations in any jurisdiction in which it currently conducts business (provided that any action taken by Buyer or its Affiliates that would have been prohibited by clause (c) absent the exception set forth in this clause (i) shall not affect the determination of whether any Buyer Indemnified Party is entitled to indemnification under Section 8.2 with respect to any Taxes relating to such action, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties shall not be determinative of the Company amount of Taxes that are subject to indemnification thereunder or (ii) in the case of clauses (a), (b) or (c), (x) such action is required by applicable Law, (y) is taken in connection with Buyer’s conduct of a Tax Claim that Buyer controls pursuant to Section 8.5, provided that Buyer is permitted to take such action by Section 8.5, Buyer has provided notice to Seller of such Tax Claim as required by Section 8.5(a) and such action is with respect to such Tax Claim or (z) Buyer waives its rights under this Agreement to any of its Subsidiaries except Liens relating indemnification from Sellers with respect to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationthat may result from such action.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) The the Company Group has duly and each of its Subsidiaries has timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationsaccurate; (iii) there is no Action, pending or proposed in writing or, to the knowledge of the Company, threatened, with respect to Taxes of the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyGroup; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any no statute of limitations in respect of the assessment or collection of any Taxes of the Company Group for which a Lien (other than a Lien for Taxes not yet due and payable) may be imposed on any of the Company Group’s assets has been waived or extended, which waiver or extension is currently in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (v) neither to the knowledge of the Company, the Company nor any Group has complied with all applicable Laws relating to the reporting, payment, collection and withholding of its Subsidiaries is currently Taxes and has duly and timely withheld or collected, paid over to the beneficiary applicable Taxing Authority and reported all Taxes (including amounts required to be withheld for Taxes of any extension of time within which employee, creditor, stockholder or third party and income, social, security and other payroll Taxes) required to file any Tax Returnbe withheld or collected by the Company Group; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge Lien (other than Permitted Liens) for Taxes upon any of the Company, proposed or threatened with respect to Taxes assets of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityGroup; (vii) there are is no Liens outstanding request for Taxes upon a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the assets or properties meaning of Section 7121 of the Company Code or any analogous provision of its Subsidiaries except Liens relating the applicable Law), with respect to current Taxes not yet duethe Company Group; (viii) there are except as set forth on Schedule 5.27(a), no material unresolved questions claim has been made by a Taxing Authority in a jurisdiction where the Company Group has not paid any tax or claims concerning filed Tax Returns, asserting that the Company’s Company Group is or any of its Subsidiaries’ may be subject to Tax liabilityin such jurisdiction; and (ix) the Company Group is not a party to any Tax sharing or Tax allocation Contract, other than any customary commercial contract the principal subject of which is not Taxes; and (x) the Company Group is not currently and has not never been an S corporationincluded in any consolidated, combined or unitary Tax Return other than a Tax Return with respect to which the Company is or was the common parent.

Tax Matters. (a) (i) The Company and its paying agent shall be entitled to deduct and withhold Taxes on all payments and distributions (or deemed distributions) with respect to the Warrants (or upon the exercise thereof) or the Common Stock issued upon any exercise of any Warrant, in each case, to the extent required by applicable Law. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of its Subsidiaries has timely filed all Tax Returns required this Agreement as having been paid to be filed by it; (ii) all the Person in respect of which such Tax Returns are complete and accurate in all material respects, disclose all deduction or withholding was made. In the event the Company previously remitted any amounts to a Governmental Authority on account of Taxes required to be paid deducted or withheld in respect of any payment or distribution (or deemed distribution) with respect to a Warrant (or upon the exercise thereof) or the Common Stock issued upon any exercise of any Warrant, the Company shall be entitled (i) to offset any such amounts against any amounts otherwise payable in respect of such Warrant (or any Warrant Shares otherwise issuable upon the exercise of such Warrant or any amount otherwise payable in respect of a Warrant Share received upon the exercise of such Warrant) or Warrant Shares or any other amounts otherwise payable by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law relevant holder or (ii) to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither require the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations Person in respect of Taxes which waiver is currently in effect; (v) neither whom such deduction or withholding was made to reimburse the Company nor for such amounts. If the Company determines that any amounts should be deducted, withheld, offset or reimbursed under this Section 5.14(a), the Company shall use reasonable best efforts to (x) give prior written notice of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, such determination to the Knowledge of the CompanyPurchaser at least five (5) days prior to making any such deduction, proposed withholding, offset or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; reimbursement and (ixy) cooperate with the Company is not Purchaser and has not been an S corporationthe relevant holder to reduce or eliminate such deduction, withholding, offset or reimbursement.

Tax Matters. (a) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) The the Company and each of its Subsidiaries has have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by it; (ii) any of them in accordance with all applicable Laws and all such filed Tax Returns are complete and accurate accurate; (ii) the Company and each of its Subsidiaries have timely paid in all material respects, disclose full all Taxes required to be paid (whether or not shown to be due on such Tax Returns), including any Taxes required to be withheld, collected or deposited by or with respect to the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationsSubsidiaries; (iii) the Company or and each of its Subsidiaries has timely paid have complied with all applicable Laws relating to the payment, collection, withholding and remittance of Taxes (whether or not shown on such Tax Returnsincluding information reporting requirements) due and owing by it and has withheld and paid over with respect to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing payments made to any employee, creditor, independent contractor, stockholder, creditor or other third party; (iv) neither no deficiencies for Taxes have been proposed or assessed in writing against or with respect to any Taxes due or Tax Returns of the Company nor or any of its Subsidiaries has waived (which deficiencies have not since been fully resolved), and there are no outstanding, pending or, to the Knowledge of the Company, threatened in writing, audits, examinations, investigations or been requested to waive any statute of limitations other proceedings in respect of Taxes which waiver is currently in effectof the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary has waived, extended, or requested a waiver or extension for, any statute of limitations with respect to Taxes, or has agreed to any extension of time within which with respect to a Tax assessment or deficiency (in each case, other than any waiver or extension that is no longer in effect or pursuant to extensions of time to file any Tax ReturnReturns obtained in the ordinary course of business); (vi) there is are no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Liens for Taxes upon any property of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityexcept for Permitted Liens; (vii) there are no Liens for Taxes upon the assets or properties of neither the Company or nor any of its Subsidiaries except Liens relating has been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to current Taxes not yet duebe governed by Section 355 of the Code occurring during the two (2) year period ending on the date of this Agreement; (viii) there are no material unresolved questions or claims concerning neither the Company’s or Company nor any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.

Tax Matters. (a) (i) The Company and each of its Subsidiaries Except as set forth in the PTI Disclosure Schedule, PTI has timely filed all Tax Returns federal, foreign, state, county and local income, excise, property, sales and other tax returns which are required to be filed by it; (ii) it for all periods prior to the Effective Time, and all such Tax Returns returns are complete true and accurate in correct; all material respects, disclose all Taxes required to be paid taxes due and payable by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes PTI (whether or not shown on any tax return) for all periods prior to the Effective Time have been paid; PTI's reserves and provisions for taxes on the balance sheets included in the PTI Financial Statements are sufficient for all accrued and unpaid taxes as of the dates of such Tax Returns) balance sheets; PTI has paid all taxes due and owing payable by it and has withheld and paid over to the appropriate taxing authority all Taxes or which it is required by law obligated to withhold or to collect for payment from amounts paid or owing to any employee, stockholdercreditor, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries PTI has not waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of taxes or agreed to any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes a tax assessment or deficiency; to the best knowledge of PTI, the Company or assessment of any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens additional taxes relating to current Taxes PTI for periods for which returns have been filed is not yet dueexpected; (viii) there are no material and PTI has not received notice of any unresolved questions or claims concerning the Company’s tax liability of PTI. PTI has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of its Subsidiaries’ Tax liability; and a "subsection (ixf) asset" as defined in Section 341(f)(4) of the Company Code) owned by PTI. PTI (i) is not and has not been a member of an S corporation.affiliated group filing a consolidated federal income tax return (other than an affiliated group the common parent of which was PTI) and (ii) does not have any liability for taxes of any person (other than PTI) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor by contract or otherwise. PTI is not a party to a tax sharing or allocation agreement nor does PTI owe any amount under any such agreement. PTI is not obligated to make any payments and is not a party to any agreement that under certain circumstances could obligate it to make any payments

Tax Matters. (a) (i) The Company has duly and each of its Subsidiaries has timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, and disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationspaid; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing Returns have been examined by it and the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyexpired; (iv) neither there is no Action, pending or proposed or, to the best knowledge of the Company, threatened, with respect to Taxes of the Company nor or for which a Lien may be imposed upon any of its Subsidiaries has waived or been requested the Company’s assets and, to waive any the best of the Company’s knowledge, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been waived or extended, which waiver or extension is currently in effect; (vvi) neither the Company nor has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company; (vii) the transactions contemplated hereby are not subject to withholding under Section 1445 of the Code; (viii) no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed with respect to or as a result of any transaction contemplated by this Agreement; (ix) none of the assets of the Company is required to be treated as owned by another Person for income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986) or otherwise; (x) none of the assets of the Company is “tax-exempt use property” within the meaning of Section 168(h) of the Code, “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code, or subject to a “TRAC lease” under Section 7701(h) of the Code (or any predecessor provision); (xi) there is no Lien for Taxes upon any of its Subsidiaries the assets of the Company; (xii) there is currently no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement (within the beneficiary meaning of Section 7121 of the Code or any analogous provision of applicable Law), with respect to the Company; (xiii) no claim has ever been made by a Taxing Authority in a jurisdiction where the Company has not paid any Tax or filed Tax Returns, asserting that the Company is or may be subject to Tax in such jurisdiction; (xiv) the Company has provided to Purchaser true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2010; (xv) there is no outstanding power of attorney from the Company authorizing anyone to act on behalf of the Company in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Company; (xvi) the Company is not, and has ever been, a party to any Tax sharing or Tax allocation Contract; (xvii) the Company is and has never been included in any consolidated, combined or unitary Tax Return; (xviii) to the knowledge of the Company, no issue has been raised by a Taxing Authority in any prior Action relating to the Company with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Company for any other period; (xix) the Company has not requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed; (vixx) there the Company is no actionnot a party to any Contract for services that would result, suitindividually or in the aggregate, investigationin the payment of any amount that would not be deductible by the Company by reason of Section 162 or 404 of the Code; (xxi) the Company is not a party to a Contract that requires or would upon the occurrence of certain events require the Company to make a payment which would not be fully deductible under Section 280G of the Code without regard to whether such payment is reasonable compensation for services rendered and without regard to any exception that requires future action by any Person; (xxii) the Company is not a “consenting corporation” within the meaning of Section 341(f) of the Code (as in effect prior to the repeal of such provision); (xxiii) the Company has never made or been required to make an election under Section 336 or 338 of the Code; (xxiv) during the last two years, auditthe Company has not engaged in any exchange under which gain realized on the exchange was not recognized under Section 1031 of the Code; (xxv) the Company was not a “distributing corporation” or a “controlled corporation” under Section 355 of the Code in any transaction within the last two years or pursuant to a plan or series of related transactions (within the meaning of Section 355(e) of the Code) with any transaction contemplated by this Agreement; (xxvi) the Company is not, claim and has never been, a “personal holding company” (within the meaning of Section 542 of the Code), a stockholder in a “controlled foreign corporation” (within the meaning of Section 957 of the Code), a “foreign personal holding company” (within the meaning of Section 552 of the Code as in effect prior to the repeal of such section), or assessment pending a “passive foreign investment company” (within the meaning of Section 1297 of the Code), or, to the Knowledge an owner in any entity treated as a partnership or disregarded entity for U.S. federal income tax purposes; (xxvii) none of the Company, proposed or threatened with respect to Taxes outstanding indebtedness of the Company constitutes indebtedness to which any interest deduction may be limited or disallowed under Section 163(i), (j) or (l), 265 or 279 of the Code (or any comparable provision of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityapplicable Law); (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ixxxviii) the Company is not and has not been a “United States real property holding corporation” (within the meaning of Code Section 897(c)(2)) at any time during the period specified in Section 897(c)(l)(A)(ii) of the Code; (xxix) the Company is not and has not been treated as a foreign corporation for U.S. federal income tax purposes, and (xxx) the Company is not an S corporation“investment company” for purposes of Sections 351(e) or 368 of the Code and the Treasury Regulations promulgated thereunder.

Tax Matters. (i) (a) (i) The Company and each of its Subsidiaries has timely filed all All Tax Returns (as defined below) required to be filed by it; (ii) or on behalf of the Company have been filed on a timely basis with the appropriate governmental authority in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true, correct and complete and accurate in all material respects, disclose ; (b) all Taxes required to be paid by (as defined below) of the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown reflected on any Tax Return) have been fully and timely paid or properly accrued; (c) no waivers of statutes of limitation have been given or requested with respect to the Company in connection with any Tax Returns covering the Company with respect to any Taxes payable by it; (d) no taxing authority in a jurisdiction where the Company does not file Tax Returns has made a claim, assertion or threat to the Company that the Company is or may be subject to taxation by such Tax Returnsjurisdiction; (e) due the Company has duly and owing by it timely withheld from employee salaries, wages and has withheld other compensation, or with respect to any other payment for which the Company was required to withhold, and paid over to the appropriate taxing governmental authority all Taxes which it is amounts required by law to withhold be so withheld and paid over for all periods under all applicable laws; and no amounts have been or would be required to collect for payment from amounts paid or owing be withheld with respect to any employee, stockholder, creditor or other third partythe lapse of restrictions on Company Stock; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vif) there is are no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened liens with respect to Taxes on any of the Company Company's property or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityassets other than liens for current Taxes not yet payable; (viig) there are no Liens Tax rulings, requests for rulings, or closing agreements relating to the Company that could affect the liability for Taxes upon or the assets or properties amount of taxable income of the Company for any period (or any portion of its Subsidiaries except Liens relating to current Taxes not yet due; (viiia period) there are no material unresolved questions or claims concerning after the Company’s or any of its Subsidiaries’ Tax liabilitydate hereof; and (ixh) any adjustment of Taxes of the Company made by the Internal Revenue Service in any examination that is not required to be reported to the appropriate state, local or foreign taxing authorities has been reported, and has not any additional Taxes due with respect thereto have been an S corporationpaid.

Tax Matters. (a) Notwithstanding anything to the contrary in this Agreement, the Seller and the Buyer shall treat the transactions contemplated by this Agreement as a sale of the Purchased Royalty for United States federal, state, local and non-U.S. Tax purposes. Accordingly, (i) The Company any and each all Purchased Royalty payments made pursuant to the License Agreement after the Closing Date shall be treated as income of its Subsidiaries has timely filed all Tax Returns required to be filed by it; the Buyer and (ii) any and all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid amounts remitted by the Company Seller to the Buyer after the Closing Date pursuant to Section 6.2(a) shall be treated as received by the Seller as agent for the Buyer, in each case for United States federal, state, local and non-U.S. Tax purposes. The parties hereto shall cooperate to effect the foregoing treatment for United States federal, state, local and non-U.S. Tax purposes in the event that, notwithstanding the Licensee Instruction Letter, Licensee, any Sublicensee (as defined in the License Agreement) or any other Person makes any future remittance of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over Purchased Royalty payments to the appropriate taxing authority all Seller which the Seller must remit to the Buyer pursuant to Section 6.2(a). The parties hereto agree to cooperate with one another and use reasonable efforts (including in the case of the Seller, to use commercially reasonable efforts to cause Licensee) to reduce, mitigate and eliminate tax withholding or similar obligations in respect of any Royalty payments, including assisting one another to claim the benefits of any applicable tax treaty or other available reduction or exemption from any such Taxes which imposed, and by making claims for refunds of withholding tax; provided, however, that the Seller shall be entitled to deduct or withhold any amounts if it is required to do so by law law; provided, further, that Seller shall use reasonable efforts to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations notify Buyer in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary advance of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim such deduction or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationwithholding.

Tax Matters. Except for (i) Taxes for which liability was discharged as a result of consummation of the Company's Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Reorganization Plan"), (ii) items no longer applicable because such items relate to Taxes for which liability was discharged as a result of consummation of the Reorganization Plan, and (iii) as set forth on Section 3.10 of the Company Disclosure Schedule: (a) (i) The each of the Company and each of its Subsidiaries subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all federal and state income Tax Returns and other Tax Returns required to be filed by it; (ii) it that are material individually or in the aggregate, and all such filed Tax Returns are correct and complete and accurate in all material respects, disclose ; (b) all Taxes required shown to be paid by due on such Tax Returns or that are otherwise material in amount individually or in the aggregate have been timely paid; (c) no deficiency or adjustment with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries subsidiaries, which have not been fully paid or adequately reserved in the Filed SEC Documents; (d) adequate reserves for the periods covered thereby and Taxes not yet due have been prepared established on the books of the Company and its subsidiaries in compliance accordance with all applicable laws and regulationsGAAP; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (ive) neither the Company nor any of its Subsidiaries subsidiaries has waived any liability for any Taxes of any Person other than the Company and its subsidiaries under Treasury Regulation section 1.1502-6 (or been requested to waive any statute similar provision of state, local or foreign law) or as a transferee or successor in interest; (f) there are no outstanding waivers or agreements extending the statue of limitations in for any period with respect to any Tax to which the Company or any of Taxes which waiver is currently in effectits subsidiaries may be subject; (vg) neither the Company nor any of its Subsidiaries subsidiaries is currently the beneficiary of party to any extension of time within which to file agreement, understanding or arrangement (with any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of Person other than the Company or and/or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (viisubsidiaries) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions allocating or claims concerning the Company’s sharing any Taxes, excluding tax indemnity or any of its Subsidiaries’ Tax liability; allocation provisions contained in real estate and (ix) the Company is not equipment leases, loan agreements and has not been an S corporation.other similar agreements entered into in the

Tax Matters. Except as set forth on Schedule 4.13 hereto, (a) (i) The Company and each of its Subsidiaries has timely filed all Tax Returns with respect to the Purchased Assets or the Selling Group -- other than state or local Tax Returns which are not material, individually or in the aggregate, that are required to be filed by iton or prior to Closing Date have been duly filed on a timely basis and all Taxes thereon have been timely paid; (iib) all such Tax Returns with respect to the Purchased Assets or for the Selling Group for periods ending on or before the Closing Date but that are complete and accurate in all material respects, disclose all Taxes not required to be paid filed until after the Closing Date will be timely filed and all Taxes reflected thereon will be timely paid; (c) none of the Purchased Assets is subject to any Lien for payment of any unpaid Taxes or levy proceedings; (d) all Taxes which any Selling Group Member is (or was) required by the Company Law to withhold or any of its Subsidiaries for the periods covered thereby collect have been duly withheld or collected, and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate proper taxing authority all Taxes which it authorities to the extent due and payable; (e) no Selling Group Member is required by law to withhold or to collect for payment from amounts paid or owing a party to any employee, stockholder, creditor or other third partyagreement that would require it to make any payment that would constitute an "excess parachute payment" for purposes of Sections 280G and 4999 of the Code; (ivf) neither no Selling Group Member is a "foreign person" as such term is defined in the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effectCode; (vg) neither the Company nor no Selling Group Member has any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; express or implied obligation (viincluding, but not limited to, an indemnification obligation) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to the payment of Taxes of the Company or for any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liabilityparty other than a Selling Group Member; and (ixh) no Selling Group Member has received any notice of any additional assessments since the Company is not and date of any Tax Return nor has not been an S corporationany such Selling Group Member received any notice of any audit or review of such Tax Returns.

Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) The the Company and each of its Subsidiaries has have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by it; (ii) any of them and all such Tax Returns are complete and accurate in all material respectsaccurate, disclose (ii) the Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that the Company or any of its Subsidiaries for the periods covered thereby and have been prepared are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (each case, whether or not shown on such any Tax ReturnsReturn), (iii) due and owing by it and has withheld and paid over there are no currently effective waivers of any statute of limitations with respect to the appropriate taxing authority all Taxes which it is required by law or extensions of time with respect to withhold a Tax assessment or to collect for payment from amounts paid or owing to any employeedeficiency, stockholder, creditor or other third party; (iv) neither all assessments for Taxes due with respect to completed and settled examinations or any concluded litigation have been fully paid, (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of the Company nor or any of its Subsidiaries, (vi) no claim has been made in writing or, to the Company’s knowledge, otherwise, by a Taxing Authority in a jurisdiction where the Company or any of its Subsidiaries has waived does not file Tax Returns of a certain type that the Company or been requested any of its Subsidiaries is or may be subject to waive taxation of such type or required to file Tax Returns of such type in that jurisdiction, (vii) there are no Liens for Taxes on any statute of limitations in respect the assets of the Company or any of its Subsidiaries other than statutory Liens for Taxes which waiver is currently in effect; not yet due and payable, (vviii) neither the Company nor any of its Subsidiaries is currently a party to any agreement or arrangement relating to the beneficiary apportionment, sharing, assignment or allocation of any extension Tax or Tax asset (other than an agreement or arrangement solely among members of time within a group the common parent of which is the Company or commercial agreements or arrangements not primarily related to file Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Return; Law), as transferee, successor, by Contract (viother than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) there or otherwise, and (ix) neither the Company nor any of its Subsidiaries is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon Subsidiaries following the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.Closing. 18

Tax Matters. Except as set forth in Schedule 5.12: (a) (i) The Company and each of its Subsidiaries has timely filed all material Tax Returns required to be filed by itthe Company or any Subsidiary have been, or will be, duly and timely filed; (iib) all such Tax Returns are are, or will be, true, complete and accurate correct in all material respects, disclose ; (c) all Taxes required to be paid due and payable by the Company or any Subsidiary (or by any member of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) any consolidated, combined, affiliated, unitary or other similar Tax group that includes the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations Subsidiary in respect of the income, operations or property of the Company or any such Subsidiary (a “Tax Group”)) on or prior to the Closing Date have been, or will be, duly and timely paid and any charges, accruals or reserves (if any) for Taxes which waiver is payable by the Company or any Subsidiary accrued as of Balance Sheet Date but not yet due and payable on or prior to that date will be adequately reflected on the Reference Balance Sheet (it being understood that disclosure of such Taxes shall not affect Seller’s obligation to pay such Taxes); (d) there are no agreements or consents currently in effect; effect for the extension or waiver of the time (vi) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax ReturnReturn of the Company or any Subsidiary or (ii) for assessment or collection of any Taxes of the Company or any Subsidiary; (vie) there is no action, suit, proceeding, investigation, auditaudit or claim currently pending, claim or assessment pending orto Seller’s knowledge, threatened, regarding any Taxes relating to the Knowledge of Company or any Subsidiary; (f) all Taxes that the Company, proposed Company or threatened with respect any Subsidiary is required by law to withhold or collect have been duly withheld or collected and have been timely paid over to the appropriate Tax authority to the extent due and payable; (g) no material issue relating to Taxes of the Company or any Subsidiary has been raised in writing by any taxing authority in any audit or examination that could result in a proposed adjustment or assessment by a taxing authority in a Taxable Period (or portion thereof) ending on or before the Closing Date and, to Sellers’ knowledge, no taxing authority is expected to assess any material additional Taxes for any period for which Tax Returns have been filed; (h) no assessment of its SubsidiariesTax has been proposed against the Company or any Subsidiary or any of their assets or properties; (i) Schedule 5.12(i) lists all federal, state, local and foreign income Tax Returns filed with respect to any of the Company or any Subsidiary for Taxable Periods ended on or after December 31, 1998; indicates those Tax Returns that have been audited; and indicates those Tax Returns that currently are the subject of audit; (j) neither the Company nor any Subsidiary has filed a consent under Section 341(f) of the Code concerning collapsible corporations; (k) neither the Company nor any Subsidiary is a party to or bound by any Tax allocation or sharing agreement other than the tax sharing agreement of the affiliated group filing a consolidated federal income Tax Return of which Seller is a member; (l) none of the Company or the Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which Seller is or was a member) and no information related to Tax matters claim for liability has been requested asserted against the Company or any Subsidiary for Taxes pursuant to Treasury Regulation Section 1.1502-6(a) (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract or otherwise; (m) neither the Company nor any foreign, federal, Subsidiary has distributed stock or has had its stock distributed in a transaction intended to qualify for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement; (n) neither the Company nor any Company Subsidiary has submitted a request for a private letter ruling (or comparable procedure under state or local Law) to the IRS or any state or local taxing authority, which request has not yet been issued or denied; (viio) there are no Liens for Taxes upon Seller is not a foreign person within the assets or properties meaning of Section 1445(f) of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet dueCode; (viiip) there are no material unresolved questions neither the Table Of Contents Company nor any Subsidiary has agreed to, or claims concerning is required to include in income, any adjustment pursuant to Section 481(a) of the Company’s Code (or similar provisions of other law or regulations) by reason of a voluntary change in accounting method (nor, to the knowledge of Seller has any taxing authority proposed, nor is any taxing authority considering, any such adjustment or change of its Subsidiaries’ accounting method); (q) neither the Company nor any Subsidiary has disposed of any property in a transaction being accounted for under the installment method pursuant to Section 453 of the Code; (r) neither the Company nor any Subsidiary has agreed to, or is required to include in income, any adjustment pursuant to Section 482 of the Code (or similar provisions of other law or regulations) (nor, to the knowledge of Seller, has any Tax liabilityauthority proposed, or is any Tax authority considering, any such adjustment) ; and (ixs) as of the end of the taxable year ended December 31, 2001, the portion of the consolidated federal regular income tax net operating loss carryforwards of the consolidated group of which Seller is a member allocated to the Company and its Subsidiaries available for taxable years ending after that date (as provided in Code Section 172(a)) is not and has not been an S corporationas stated in Schedule 5.12(s).

Tax Matters. Except to the extent that such failures in the aggregate would not result in Taxes being imposed upon or incurred by the Company or any Subsidiary exceeding $200,000, (a1) (i) The within the times and in the manner prescribed by applicable law, the Company and each of its Subsidiaries has timely (and their predecessors) have properly prepared and filed all Tax Returns required to be filed by it; applicable law and have timely paid all Taxes due and payable (iiwhether or not shown on any Tax Return), and (2) all such Tax Returns are complete true, correct and accurate complete. The Company and Subsidiaries (and their predecessors) have complied in all material respectsrespects with all applicable laws relating to Taxes. Neither the Company nor of any Subsidiary (or any predecessor thereof) (i) has filed a consent, disclose all election or agreement pursuant to former Section 341 of the Internal Revenue Code of 1986, as amended (including any predecessor provision or comparable xxxxxxxxx xx xxxxx, xxxxx, Xxxxxxx or other foreign law, the “Code”), (ii) is a party to or bound by any closing agreement, offer in compromise or any other agreement with any Tax Authority or any Tax indemnity, Tax allocation or Tax sharing agreement with any person, or any other express or implied agreement to pay or indemnify any other person with respect to Taxes required (other than as described in Section 2.13(c) of the Disclosure Letter), (iii) has present or contingent liabilities for Taxes, other than Taxes incurred in the ordinary course of business thereof and reflected on the most recent balance sheet included in the Financial Statements or incurred in the ordinary course of business since the date of the most recent Financial Statements in amounts consistent with prior years adjusted for changes in operating results, (iv) has engaged in a trade or business, had a permanent establishment (within the meaning of an applicable tax treaty) or has otherwise become subject to Tax jurisdiction in a country other than the country of its formation, (v) is a party to an agreement that could give rise to an “excess parachute payment” within the meaning of Section 280G of the Code or to remuneration the deduction for which could be disallowed under Section 162(m) of the Code, (vi) has issued options or stock purchase rights (or similar rights) that purported to be paid governed by Sections 421 or 423 of the Code that remain outstanding and are not so governed, (vii) has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (viii) has liability for the Taxes of any person (other than the Company and Subsidiaries), whether as a result of transferee liability, joint and several liability for being a member of an affiliated, consolidated, combined or unitary group for any period, or otherwise by operation of law. There are and have been no (1) proposed, threatened or actual assessments, audits, examinations or disputes as to Taxes relating to the Company or any Subsidiary (or their predecessors), (2) adjustments under Section 481 of its Subsidiaries for the periods covered thereby and have been prepared in compliance Code or any similar adjustments (whether under the Code or under state, local or foreign law) with all applicable laws and regulations; (iii) respect to the Company or its Subsidiaries has timely paid all any Subsidiary (or their predecessors), or (3) waivers or extensions of the statute of limitations with respect to Taxes (whether for which the Company or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither Subsidiary could be held liable. Neither the Company nor any Subsidiary (nor any predecessor thereof) has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Code. Neither the Company nor any Subsidiary (nor any predecessor thereof) has been a member of its Subsidiaries an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a combined, consolidated or unitary group for state, local or foreign Tax purposes, other than an affiliated group the common parent of which is currently the beneficiary Company. No Subsidiary that is a “United States person” (as such term is used in Section 1291(a) of the Code) has at any extension of time within which to file any Tax Return; owned a material (vi) there is no action, suit, investigation, audit, claim or assessment pending or, determined with reference to the Knowledge Company) interest in a passive foreign investment company within the meaning of Section 1297 of the CompanyCode. No Subsidiary that was or is a “controlled foreign corporation” (as defined in the Code) (determined solely with reference to ownership of such Subsidiary, proposed directly or threatened with respect to Taxes indirectly, by other Subsidiaries that are “United States persons” as defined in Section 957(c) of the Code) has had an investment in “United States property” within the meaning of Section 956(c) of the Code. Neither the Company nor any Subsidiary is or has been a party to a “reportable transaction,” as such term is defined in Treasury Regulation § 1.6011-4(b)(1)(other than such transactions that have been properly reported or are not yet required to have been reported), or to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulation § 1.6011-4(b)(2), or any other transaction requiring disclosure under provisions of its Subsidiariesstate, and no information related to local or foreign Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationlaw that address transactions that may be tax avoidance transactions.

Tax Matters. (a) (i) The Company Each Purchaser Party has duly and each of its Subsidiaries has timely filed all United States federal income Tax Returns and other material Tax returns it was required to be filed by itfile, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company there is no Action, pending or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over proposed in writing or, to the appropriate taxing authority all knowledge of the Purchaser Parties, threatened, with respect to Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyof the Purchaser Parties; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any no statute of limitations in respect of the assessment or collection of any Taxes of the Purchaser Parties for which a Lien may be imposed on any of the Purchaser Parties’ assets has been waived or extended, which waiver or extension is currently in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (v) neither to the Company nor any knowledge of its Subsidiaries is currently the beneficiary Purchaser Parties, the Purchaser Parties complied with all applicable Laws relating to the reporting, payment, collection and withholding of any extension of time within which Taxes and has duly and timely withheld or collected, paid over to file any Tax Returnthe applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Purchase Parties; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge none of the Company, proposed or threatened with respect to Taxes assets of the Company or any Purchaser Parties is required to be treated as owned by another Person for U.S. federal income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its Subsidiaries, and no information related to amendment by the Tax matters has been requested by any foreign, federal, state or local taxing authorityReform Act of 1986); (vii) there are is no Liens Lien for Taxes upon any of the assets or properties of the Company Purchaser Parties that arose in connection with any failure (or alleged failure) to pay any of its Subsidiaries except Liens relating to current Taxes not yet dueTax;; (viii) there are is no material unresolved questions outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting or claims concerning closing agreement with any Taxing Authority (within the Company’s meaning of Section 7121 of the Code or any analogous provision of its Subsidiaries’ the applicable Law), with respect to the Purchaser Parties; (ix) no claim has been made by a Taxing Authority in a jurisdiction where the Purchaser Parties have not paid any tax or filed Tax liabilityReturns, asserting that the any of the Purchaser Parties is or may be subject to Tax in such jurisdiction; (x) no Purchaser Party is, or has ever been, a party to any Tax sharing or Tax allocation Contract, other than any customary commercial contract the principal subject of which is not Taxes; and (ixxiv) the Company neither Purchaser Party is not and currently or has not ever been an S corporationincluded in any consolidated, combined or unitary Tax Return other than a Tax Return that includes only the Purchaser Parties.

Tax Matters. (a) The Company (or, if applicable, one of its subsidiaries) has filed, within the time (including any extensions of applicable due dates) and in the manner prescribed by law, all material returns, declaration, reports, estimates, information returns and statements, including information returns and reports ("Returns"), required to be filed under federal, state or territorial, local or any foreign laws regarding Taxes (as defined below) by the Company and its subsidiaries, except for such Returns the failure of which to timely file would not result in a liability of more than $5,000,000. (b) The Company (or, if applicable, one of its subsidiaries) has, within the time (including any extensions of applicable due dates) and in the manner prescribed by law, paid all Taxes (as defined below) that are due and payable except Taxes (i) for which adequate reserves have been established under the Past Financial Statements, (ii) which are being contested in good faith or (iii) which involve permanent differences in the aggregate less than $5,000,000 or involve timing differences in the aggregate less than $10,000,000. (c) The Company and each its subsidiaries have not filed (and will not file prior to the Closing Date) any consent agreement under Section 341(f) of its Subsidiaries has timely filed all Tax Returns required the Code or agreed to be filed have Section 341(f)(2) of the Code apply to any disposition of any subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by it; the Company or such subsidiaries. (iid) all such Tax Returns No outstanding debt obligation of the Company is "corporate acquisition indebtedness" within the meaning of Section 279(b) of the Code. (e) There are complete and accurate no claims or assessments in all material respectsexcess of $5,000,000, disclose all Taxes required to be paid pending or threatened, by any taxing authority against the Company or any of its Subsidiaries for subsidiaries. The Company Disclosure Schedule lists all pending tax audits by the periods covered thereby and have been prepared in compliance IRS, all agreements with all the IRS to delay the applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary and all settlements of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions tax audits or claims concerning by the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.IRS since July 1, 1993. 11

Tax Matters. (a) (i) The Each of the Company and each of its Subsidiaries has duly and timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes of the Company and its Subsidiaries which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, and disclose all Taxes required to be paid; (iii) except as set forth on Schedule 4.31, all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed or, to the best knowledge of the Company, threatened, with respect to Taxes of the Company or any of its Subsidiaries or for which a Lien may be imposed upon any of the Company’s or its Subsidiaries’ assets and, to the best of the Company’s knowledge, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company or any of its Subsidiaries or for which a Lien may be imposed on any of the Company or its Subsidiaries’ assets has been waived or extended, which waiver or extension is in effect; (vi) the Company and each Subsidiary has complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and have duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company or such Subsidiary; (vii) no transaction contemplated by this Agreement is subject to withholding under Section 1445 of the Code; (viii) no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed on the Merger pursuant to this Agreement or otherwise with respect to or as a result of any transaction contemplated by this Agreement; (ix) none of the assets of the Company or any of its Subsidiaries is required to be treated as owned by another Person for income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986) or otherwise; (x) none of the assets of the Company or any of its Subsidiaries is “tax-exempt use property” within the meaning of Section 168(h) of the Code, “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code, or subject to a “TRAC lease” under Section 7701(h) of the Code (or any predecessor provision); (xi) there is no Lien for Taxes upon any of the assets of the Company or its Subsidiaries; (xii) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, closing agreement (within the meaning of Section 7121 of the Code or any analogous provision of applicable Law), with respect to the Company or any of its Subsidiaries; (xiii) no claim has ever been made by a Taxing Authority in a jurisdiction where the Company or any of its Subsidiaries has not paid any Tax or filed Tax Returns, asserting that the Company or any of its Subsidiaries is or may be subject to Tax in such jurisdiction; (xiv) the Company has provided or made available to Buyer true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2007; (xv) there is no outstanding power of attorney from the Company or any of its Subsidiaries authorizing anyone to act on behalf of the Company or any of its Subsidiaries in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Company or any of its Subsidiaries; (xvi) none of the Company or any of its Subsidiaries is, or has ever been, a party to any Tax sharing or Tax allocation Contract; (xvii) none of the Company or any of its Subsidiaries is, or has ever been, included in any consolidated, combined or unitary Tax Return; (xviii) to the knowledge of the Company, no issue has been raised by a Taxing Authority in any prior Action relating to the Company or any of its Subsidiaries with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationsany other period; (iiixix) none of the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return, which Tax Return has since not been filed; (vixx) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties none of the Company or any of its Subsidiaries except Liens relating is a party to current Taxes any Contract for services that would result, individually or in the aggregate, in the payment of any amount that would not yet duebe deductible by the Company or such Subsidiary by reason of Section 162 or 404 of the Code; (viiixxi) there are no material unresolved questions or claims concerning none of the Company’s Company or any of its Subsidiaries’ Tax liabilitySubsidiaries is a party to a Contract that requires or would upon the occurrence of certain events require the Company or any of its Subsidiaries to make a payment which would not be fully deductible under Section 280G of the Code without regard to whether such payment is reasonable compensation for services rendered and without regard to any exception that requires future action by any Person; (xxii) none of the Company or any of its Subsidiaries is a “consenting corporation” within the meaning of Section 341(f) of the Code (as in effect prior to the repeal of such provision); (xxiii) none of the Company nor any of its Subsidiaries has ever made or been required to make an election under Section 336 or 338 of the Code; (xxiv) during the last two years, none of the Company or any of its Subsidiaries has engaged in any exchange under which gain realized on the exchange was not recognized under Section 1031 of the Code; (xxv) none of the Company or any of its Subsidiaries was a “distributing corporation” or a “controlled corporation” under Section 355 of the Code in any transaction within the last two years or pursuant to a plan or series of related transactions (within the meaning of Code Section 355(e)) with any transaction contemplated by this Agreement; (xxvi) none of the Company or any of its Subsidiaries is, or has ever been, a “personal holding company” (within the meaning of Code Section 542), a stockholder in a “controlled foreign corporation” (within the meaning of Code Section 957), a “foreign personal holding company” (within the meaning of Code Section 552 as in effect prior to the repeal of such section), or a “passive foreign investment company” (within the meaning of Code Section 1297), or an owner in any entity treated as a partnership or disregarded entity for U.S. federal income tax purposes; (xxvii) none of the outstanding indebtedness of the Company or any of its Subsidiaries constitutes indebtedness to which any interest deduction may be limited or disallowed under Section 163(i), (j) or (l), 265 or 279 of the Code (or any comparable provision of applicable Law); and (ixxxviii) none of the Company or any of its Subsidiaries is not and or has not been an S a “United States real property holding corporation” (within the meaning of Code Section 897(c)(2)) at any time during the period specified in Section 897(c)(l)(A)(ii) of the Code.

Tax Matters. (a) (i) The Company has duly and each of its Subsidiaries has timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, and disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationspaid; (iii) except as set forth on Schedule 5.25(a) of the Company or its Subsidiaries has timely paid Disclosure Schedules, all Taxes (whether or not shown on such Tax Returns) due and owing Returns have been examined by it and the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyexpired; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no actionAction, suit, investigation, audit, claim pending or assessment pending proposed in writing or, to the Knowledge knowledge of the Company, proposed or threatened threatened, with respect to Taxes of the Company or for which a Lien may be imposed upon any of its Subsidiaries, and the Company’s assets; (v) no information related to Tax matters statute of limitations in respect of the assessment or collection of any Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been requested waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) to the knowledge of the Company, the Company has complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by any foreign, federal, state or local taxing authoritythe Company; (vii) there are no Liens for Taxes upon to the assets or properties knowledge of the Company Company, no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed on the transfer of the securities to Parent or Purchaser pursuant to this Agreement or otherwise with respect to or as a result of any of its Subsidiaries except Liens relating to current Taxes not yet duetransactions contemplated by this Agreement; (viii) there are is no material unresolved questions or claims concerning Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company’s ; (ix) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the meaning of Section 7121 of the Code or any analogous provision of its Subsidiaries’ the applicable Law), with respect to the Company; (x) except as set forth on Schedule 5.25(x) of the Company Disclosure Schedules, no claim has been made by a Taxing Authority in a jurisdiction where the Company has not paid any tax or filed Tax liabilityReturns, asserting that the Company is or may be subject to Tax in such jurisdiction; (xi) there is no outstanding power of attorney from the Company authorizing anyone to act on behalf of the Company in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Company; (xii) the Company is not, and has ever been, a party to any Tax sharing or Tax allocation Contract, other than any customary commercial contract the principal subject of which is not Taxes; and (ixxiii) the Company is not currently and has not never been an S corporationincluded in any consolidated, combined or unitary Tax Return other than a Tax Return that includes only the Company.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has Except as set forth in Schedule 4.16(a), the Sellers have timely filed (taking into account any valid extensions of time to file) all material Tax Returns which are required to be filed by it; (ii) the Sellers, all such Tax Returns are true, correct and complete and accurate in all material respects, disclose and all material Taxes required to be paid due and payable by the Company or any of its Subsidiaries for Sellers prior to the periods covered thereby and date hereof have been prepared timely and fully paid. (b) Except as set forth on Schedule 4.16(b), there are no Liens for Taxes upon the Purchased Assets other than Permitted Liens. (c) Except as set forth on Schedule 4.16(c), to the Knowledge of Sellers, the Sellers have complied in compliance all material respects with all applicable laws Laws relating to the withholding, collection and regulations; (iii) the Company or its Subsidiaries has payment of Taxes and have duly and timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld withheld, collected and paid over to the appropriate Governmental Entity all amounts required to be so withheld, collected and paid under all applicable Laws. (d) The Sellers have not received any notice from any taxing authority all Taxes or Governmental Entity asserting that any Seller may be subject to Tax in any jurisdiction in which it any Seller does not file Tax Returns. (e) No action, suit, proceeding or audit is required by law pending against or with respect to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; the Sellers regarding Taxes. (ivf) neither the Company nor any of its Subsidiaries has The Sellers have not waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of or agreed to any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes a Tax assessment or deficiency, other than any waiver or exclusion which has expired. (g) None of the Company or any Purchased Assets is an interest (other than indebtedness within the meaning of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties Section 163 of the Company Code) in an entity taxable as a corporation, partnership, trust or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationreal estate mortgage investment conduit for U.S. federal income tax purposes.

Tax Matters. (a) Except to the extent provided in Section 5.17(b), all Tax Returns that: (i) The Company and each of its Subsidiaries has timely filed all Tax Returns required relate to be filed by it; a taxable period that ends on or before the Trigger Date or (ii) all such relates to an Affiliated Group that includes CVPS or any Affiliate thereof, other than a group that is comprised solely of the Company and/or its Subsidiaries (a “CVPS Affiliated Tax Returns are complete Return”) (collectively (i) and accurate (ii) “CVPS Tax Returns”) shall, in all material respectseach case, disclose all Taxes be prepared and filed (or caused to be prepared and filed) by CVPS; provided, that any Tax Return which CVPS is required to be paid prepare pursuant to clause (i) that is filed by the Company or any an Affiliated Group consisting solely of the Company and/or its Subsidiaries for a tax period that ends after December 31, 2004 (a “Company Straddle Tax Return”) (A) shall be prepared, except to the extent required by law, in accordance with past practices and (B) will be subject to the review and approval of the Company utilizing the time periods covered thereby and have been prepared procedures described in compliance Section 5.17(c); provided, further, that with all applicable laws respect to any Tax Return which CVPS is required to prepare pursuant to clause (ii) for a Tax period (or portion thereof) that ends after December 31, 2004 and regulations; (iii) that includes items relating to the Company or its Subsidiaries, CVPS shall provide to the Company either a schedule setting forth how such items will be reported on the CVPS Affiliated Tax Return or a pro forma copy of a Tax Return containing solely those items of the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect solely for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or review and any of its Subsidiaries’ such CVPS Affiliated Tax liability; and (ix) Returns shall, except to the extent required by law, report such items relating solely to the Company and/or its Subsidiaries in a manner that is not and has not been an S corporationconsistent with past practice.

Tax Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) other than with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP (i) The Company Parent and each of its Subsidiaries has have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by it; (ii) any of them and all such filed Tax Returns are complete and accurate in all material respectsaccurate, disclose and (ii) Parent and each of its Subsidiaries have paid all Taxes that are required to be paid by the Company any of them, (b) all deficiencies asserted or assessed by a taxing authority against Parent or any of its Subsidiaries for the periods covered thereby and have been prepared paid in compliance full or are adequately reserved, in accordance with all applicable laws GAAP, (c) as of the date of this Agreement, there are not pending or, to the knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of income or franchise Taxes and regulations; there are no currently effective waivers (iiior requests for waivers) of the Company time to assess any Taxes, (d) there are no Liens for income or franchise Taxes on any of the assets of Parent or any of its Subsidiaries other than Parent Permitted Liens, (e) Parent has timely paid all not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the three-year period ending on the date hereof (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part) that was purported or intended to be governed by Section 355 of the Code, (f) neither Parent nor any of its Subsidiaries (I) is a party to or is bound by any Tax sharing, allocation or indemnification agreement with persons other than wholly owned Subsidiaries of Parent or (II) has any liability for Taxes of any other person (whether other than Parent and its Subsidiaries) pursuant to Treasury Regulation Section 1.1502 -6 (or not shown on such Tax Returnsany similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (g) due and owing by it and has withheld and paid over to as of the appropriate taxing authority all Taxes which it date hereof, neither Parent nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by law the IRS and no pending request for permission to withhold change any accounting method has been submitted by Parent or to collect for payment from amounts paid or owing to any employeeof its Subsidiaries, stockholder, creditor or other third party; (ivh) neither the Company Parent nor any of its Subsidiaries has waived or been requested to waive participated in any statute “listed transaction” within the meaning of limitations in respect of Taxes which waiver is currently in effect; Treasury Regulation Section 1.6011-4(b)(2) and (vi) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge knowledge of Parent, as of the Companydate hereof and without regard to this Agreement, proposed or threatened with respect to Taxes Parent has not undergone an “ownership change” within the meaning of Section 382 of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationCode.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) The Company each Purchaser Party has duly and each of its Subsidiaries has timely filed all Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, and disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationspaid; (iii) the Company there is no Action, pending or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over proposed in writing or, to the appropriate taxing authority all knowledge of the Purchaser Parties, threatened, with respect to Taxes of the Purchaser Parties or for which it is required by law to withhold or to collect for payment from amounts paid or owing to a Lien may be imposed upon any employee, stockholder, creditor or other third partyof the Purchaser Parties’ assets; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any no statute of limitations in respect of the assessment or collection of any Taxes of the Purchaser Parties for which a Lien may be imposed on any of the Purchaser Parties’ assets has been waived or extended, which waiver or extension is currently in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (v) neither to the Company nor any knowledge of its Subsidiaries is currently the beneficiary Purchaser Parties, the Purchaser Parties have complied with all applicable Laws relating to the reporting, payment, collection and withholding of any extension of time within which Taxes and has duly and timely withheld or collected, paid over to file any Tax Returnthe applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Purchaser Parties; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge knowledge of the CompanyPurchaser Parties, proposed no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or threatened other similar Tax will be imposed on the transfer of the securities to Purchaser pursuant to this Agreement or otherwise with respect to Taxes or as a result of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested transaction contemplated by any foreign, federal, state or local taxing authoritythis Agreement; (vii) there are is no Liens Lien (other than Permitted Liens) for Taxes upon any of the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet duePurchaser Parties; (viii) there are is no material unresolved questions outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or claims concerning request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the Company’s meaning of Section 7121 of the Code or any analogous provision of its Subsidiaries’ the applicable Law), with respect to the Purchaser Parties; (ix) no claim has been made by a Taxing Authority in a jurisdiction where the Purchaser Parties have not paid any tax or filed Tax liabilityReturns, asserting that any of the Purchaser Parties is or may be subject to Tax in such jurisdiction; (x) no Purchaser Party is, or has ever been, a party to any Tax sharing or Tax allocation Contract, other than any customary commercial contract the principal subject of which is not Taxes; and (ixxi) no Purchaser Party is currently or has ever been included in any consolidated, combined or unitary Tax Return other than a Tax Return that includes only the Company is not and has not been an S corporationPurchaser Parties.

Tax Matters. (a) (i) The Company Ivory and each of its Subsidiaries (i) (A) has duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by it; (ii) , and all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby respects and have been prepared in compliance with all applicable laws and regulations; (iiiB) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any material Tax Return; (viii) there is (A) has timely paid all material amounts of Taxes shown as due and payable on such Tax Returns, except with respect to matters contested in good faith through appropriate proceedings and for which adequate reserves have been established, in accordance with U.S. GAAP, on the Ivory Balance Sheet (as adjusted for operations in the ordinary course of business since the date thereof) and (B) has no action, suit, investigation, audit, claim liability for penalties or assessment pending or, charges with respect to the Knowledge late filing of any material Tax Return required to be filed by or with respect to any of them on or before the CompanyEffective Time; (iii) with respect to all material Tax Returns filed by or with respect to it, proposed or threatened has not waived any statute of limitations with respect to Taxes in excess of $20,000 individually or $100,000 in the aggregate or agreed to any extension of time with respect to a Tax assessment or deficiency in excess of $20,000 individually or $100,000 in the aggregate; (iv) as of the Company date hereof, does not have any deficiency, or any audits, examinations, investigations or other proceedings in respect of material Taxes pending or proposed or threatened in writing; and (v) has timely withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Third Party (as defined below). The consolidated U.S. federal income Tax Returns of Ivory have been examined and settled, or the applicable statutes of limitation for the assessment of Taxes for such period have closed, with respect to all Taxable years prior to 2005. Neither Ivory nor any of its Subsidiaries (i) has any liability for Taxes of any Person (other than Ivory or any of its Subsidiaries, and no information related to Tax matters has been requested by ) under Treasury Regulation Section 1.1502-6 (or any foreign, federal, comparable provision of U.S. state or local taxing authorityor foreign Law), as a transferee or successor, by contract or otherwise; (viiii) there are no Liens for Taxes upon the assets or properties of the Company or is a party to any of its Subsidiaries except Liens relating to current Taxes not yet due; agreement (viii) there are no material unresolved questions or claims concerning the Company’s with any Person other than Ivory or any of its Subsidiaries’ Tax liability) relating to the allocation or sharing of Taxes other than an agreement set forth in Section 4.1(n) of the Ivory Disclosure Letter which shall terminate on or prior to the Effective Time and under which neither Ivory nor any of its Subsidiaries shall have any liability for any prior periods; (iii) has constituted either a “distributing corporation” or a “controlled corporation” in a transaction that was intended to qualify under Section 355(a) of the Code; or (iv) has participated in a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any predecessor provision thereto. As used in this Agreement, (i) the term “Tax” (including, with correlative meaning, the terms “Taxes,” and “Taxable”) includes all taxes of any kind, including federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions, in all cases whether disputed or not, and (ixii) the Company is not term “Tax Return” includes all returns and has not been an S corporationreports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

Tax Matters. (a) Except as otherwise set forth in Section 2.9 of the Parent Letter, (i) The Company Parent and each of its Subsidiaries has timely have filed all federal, and all material state, local and foreign, Tax Returns (as hereinafter defined) required to have been filed or appropriate extensions therefor have been properly obtained, and such Tax Returns are correct and complete, except to the extent that any failure to so file or any failure to be filed by itcorrect and complete would not, individually or in the aggregate, have a Material Adverse Effect on Parent; (ii) all Taxes (as hereinafter defined) shown to be due on such Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared timely paid or extensions for payment have been properly obtained, except to the extent that any failure to so pay or so obtain such an extension would not, individually or in compliance with all applicable laws and regulationsthe aggregate, have a Material Adverse Effect on Parent; (iii) the Company or Parent and each of its Subsidiaries has timely paid have complied in all Taxes (whether or not shown on such Tax Returns) due material respects with all rules and owing by it and has withheld and paid over regulations relating to the appropriate taxing authority all withholding of Taxes which it is required by law except to withhold the extent that any failure to comply with such rules and regulations would not, individually or to collect for payment from amounts paid or owing to any employeein the aggregate, stockholder, creditor or other third partyhave a Material Adverse Effect on Parent; (iv) any Tax Returns referred to in clause (i) relating to federal income Taxes have been examined by the Internal Revenue Service (the "IRS") or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired; (v) no material issues that have been raised in writing by the relevant taxing authority in connection with the examination of the Tax Returns referred to in clause (i) are currently pending; (vi) all material deficiencies asserted or assessments made in writing as a result of any examination of such Tax Returns by any taxing authority have been paid in full; (vii) during the past three years, neither the Company Parent nor any of its Subsidiaries has waived been a distributing or been requested controlled corporation in a transaction intended to waive any statute qualify for tax-free treatment under Section 355 of limitations in respect of Taxes which waiver is currently in effectthe Code; (vviii) during the last five years, neither the Company Parent nor any of its Subsidiaries is currently has been a party to any "listed transaction" within the beneficiary meaning of any extension of time within which to file any Tax ReturnTreasury Regulation section 1.6011-4(b)(2) identified by the IRS; (viix) there is no action, suit, investigation, audit, claim or assessment pending or, to during the Knowledge most recently ended five taxable years (and during the period since the end of the Companymost recently ended taxable year), proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or neither Parent nor any of its Subsidiaries except Liens relating to current Taxes not yet due; (viiinor any predecessor thereof) there are no material unresolved questions or claims concerning the Company’s or has for United States federal income tax purposes, filed Tax Returns on a consolidated basis with any group of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporation.corporations

Tax Matters. Except for (i) Taxes for which liability was discharged as a result of consummation of the Company's Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Reorganization Plan"), (ii) items no longer applicable because such items relate to Taxes for which liability was discharged as a result of consummation of the Reorganization Plan, and (iii) as set forth on Section 3.10 of the Company Disclosure Schedule: (a) (i) The each of the Company and each of its Subsidiaries subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all federal and state income Tax Returns and other Tax Returns required to be filed by it; (ii) it that are material individually or in the aggregate, and all such filed Tax Returns are correct and complete and accurate in all material respects, disclose ; (b) all Taxes required shown to be paid by due on such Tax Returns or that are otherwise material in amount individually or in the aggregate have been timely paid; (c) no deficiency or adjustment with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries subsidiaries, which have not been fully paid or adequately reserved in the Filed SEC Documents; (d) adequate reserves for the periods covered thereby and Taxes not yet due have been prepared established on the books of the Company and its subsidiaries in compliance accordance with all applicable laws and regulationsGAAP; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (ive) neither the Company nor any of its Subsidiaries subsidiaries has waived any liability for any Taxes of any Person other than the Company and its subsidiaries under Treasury Regulation section 1.1502-6 (or been requested to waive any statute similar provision of state, local or foreign law) or as a transferee or successor in interest; (f) there are no outstanding waivers or agreements extending the statue of limitations in for any period with respect to any Tax to which the Company or any of Taxes which waiver is currently in effectits subsidiaries may be subject; (vg) neither the Company nor any of its Subsidiaries subsidiaries is currently party to any agreement, understanding or arrangement (with any Person other than the beneficiary Company and/or any of its subsidiaries) relating to allocating or sharing any extension Taxes, excluding tax indemnity or allocation provisions contained in real estate and equipment leases, loan agreements and other similar agreements entered into in the ordinary course of time within which to file any Tax Returnthe Company's business; (vih) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge knowledge of the Company, proposed no audit or threatened material claim, dispute, controversy, examination, investigation or other administrative or court proceedings are pending with any Governmental Entity with respect to Taxes or Tax Returns of the Company or any of its Subsidiariessubsidiaries, and no information related to Tax matters written notice thereof has been requested received; (i) the Shares are "regularly traded on an established securities market" within the meaning of Section 1445 of the Code and the Treasury regulations thereunder. For purposes of this Agreement: (i) "Taxes" shall mean all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by any a local, municipal, governmental, state, foreign, federalFederal or other Governmental Entity, state or local taxing authority; in connection with any agreement with respect to taxes, including all interest, penalties and additions imposed with respect to such amounts, and (viiii) there are no Liens for Taxes upon the assets or properties of the Company or "Tax Returns" shall mean all Federal, state, local, provincial and foreign tax returns, declarations, statements, reports, schedules, forms and information returns and any of its Subsidiaries except Liens amended tax return relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationTaxes.

Tax Matters. (a) (i) The Company Corporation has filed with the appropriate ----------- governmental agencies all federal, state, local and each of its Subsidiaries has timely filed all Tax Returns foreign tax returns and reports required to be filed by it; it ("Returns"), and has paid in full or, to the extent lawfully permitted, made adequate provision for the payment of, all taxes of every nature, including, but not limited to, income, sales and withholding taxes ("Taxes"), together with interest, penalties, assessments and deficiencies shown to be due or claimed to be due on such Returns. Except as set forth on Schedule 2.10 hereto, the provisions for Taxes reflected on the Balance Sheet are adequate for all accrued and unpaid taxes of the Corporation as of the date of the Balance Sheet, whether (i) incurred in respect of or measured by income of the Corporation for any periods prior to the close of business on that date, or (ii) all such Tax Returns are complete and accurate in all material respectsarising out of transactions entered into, disclose all Taxes required to be paid by the Company or any state of its Subsidiaries facts existing, on or prior to that date. The provision for Taxes reflected on the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) books of account of the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority Corporation is adequate for all Taxes which have accrued since the date of the Balance Sheet. There are no tax liens upon any property or assets of the Corporation. Except as set forth on Schedule 2.10 hereto, the Corporation has not executed or filed with any governmental authority any agree- ment extending the period for the assessment or collection of any Taxes, and it is required by law to withhold or to collect for payment from amounts paid or owing not a party to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to Chopra's or the Knowledge Corporation's knowledge, threatened action or proceeding by any governmental authority for the assessment or collection of Taxes. To the knowledge of Chopra and the Corporation, no issue has arisen in any examination of the CompanyCorporation by any governmental authority that if raised with respect to any other period not so examined would, proposed if upheld, result in a deficiency for any other period not so examined. There is no unresolved claim by a governmental authority in any jurisdiction where the Corporation does not file Returns that it is or threatened may be subject to taxation by such jurisdiction. There has been no examination or audit with respect to Taxes with respect to any year except for regular audits in respect of sales taxes. The Corporation is not required to make any adjustment pursuant to Section 481 of the Company Internal Revenue Code of 1986, as amended (the "Code"), by reason of a change in accounting method or otherwise; to the knowledge of Chopra and the Corporation, neither the Internal Revenue Service nor any of its Subsidiaries, and no information related to Tax matters other governmental authority has been requested by proposed any foreign, federal, state such adjustment or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties change in accounting method in respect of the Company or Corporation, which proposal is currently pending and the Corporation does not have an application pending with any of governmental authority requesting permission for any change in accounting method that relates to its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are business and/or operations. There shall be no material unresolved questions or claims concerning unpaid corporate surcharges at the Company’s or any of its Subsidiaries’ Tax liability; and (ix) Closing Date for which the Company is not and has not been an S corporationCorporation shall be liable.

Tax Matters. (a) Except as to matters that would not reasonably be expected, considered individually or in the aggregate with other matters, to result in a Company Material Adverse Effect: (i) The the Company and each of its the Company Subsidiaries has have timely filed (or there have been filed on their behalf) with appropriate taxing authorities all Tax Returns (as defined below) required to be filed by it; (ii) all them on or prior to the date hereof, such Tax Returns are correct, complete and accurate in all material respects, disclose and all Taxes required to be paid by (as defined below) due and payable have been paid; (ii) there are no audits, claims, assessments, levies, administrative or judicial proceedings pending against the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested Subsidiary by any foreign, federal, state or local taxing authority; (viiiii) there are no Liens for Taxes upon the any property or assets or properties of the Company or any of its Subsidiaries the Company Subsidiaries, except for Liens relating to current for Taxes (A) not yet duedue and payable, or if due and payable, are not delinquent and may thereafter be paid without penalty or (B) that are being contested in good faith through appropriate proceedings, are listed in Section 4.9 of the Company Disclosure Letter and have been accrued for or otherwise taken into account in accordance with GAAP on the Company Financial Statements; (iv) there are no outstanding written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any Taxes or deficiencies against the Company or any of the Company Subsidiaries; (v) all Taxes that the Company or any Company Subsidiary is obligated to withhold from amounts owing to any employee, creditor or third party have been paid over to the appropriate taxing authorities in a timely manner, to the extent due and payable; (vi) neither the Company nor any Company Subsidiary has been a party to any distribution occurring during the two-year period prior to the date of this Agreement in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied, (vii) neither the Company nor any Company Subsidiary has participated in any "listed transactions" or, to the knowledge of the Company, any "reportable transactions" within the meaning of Treasury Regulations Section 1.6011-4, and neither the Company nor any Company Subsidiary has been a "material advisor" to any such transactions within the meaning of Section 6111 of the Code; (viii) there are no material unresolved questions neither the Company nor any Company Subsidiary (A) has any liability for the Taxes of any Person (other than the Company or claims concerning the Company’s Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of its Subsidiaries’ state, local or foreign law), as a transferee or successor, or pursuant to any contractual obligation (other than pursuant to any commercial agreement or contract not primarily related to Tax) or (B) is a party to or bound by any Tax liabilitysharing agreement, Tax allocation agreement or Tax indemnity agreement (other than the Material Contracts or any commercial agreements or contracts not primarily related to Tax); and (ix) the Company is not has made available to the Parent correct and has not been an S corporationcomplete copies of all income and all other material Tax Returns, material examination reports and material statements of deficiencies assessed against or agreed to by the Company or any Company Subsidiary for taxable periods beginning after December 31, 2003. As used in this Agreement: (i) the term "Tax" includes all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect thereto; (ii) the term "Tax Return" includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes, including any amendments to such returns and reports; and (iii) the term "Treasury Regulations" means the regulations promulgated by the U.S. Department of the Treasury pursuant to the Code.

Tax Matters. (a) The Designated Employee will be liable for and will pay all Designated Employee’s tax liability by virtue of any payments made to the Designated Employee under the Plan or otherwise. The Designated Employee shall not be entitled to any parachute tax gross-up payment. Accordingly, notwithstanding any contrary provisions in any other plan, program or policy of DXC, if all or any portion of the benefits payable under the Plan, either alone or together with other payments and benefits which the Designated Employee receives or is entitled to receive from DXC or any other source, would constitute an “excess parachute payment” within the meaning of Section 280G of Code, DXC shall reduce the Designated Employee’s payments and benefits payable under the Plan to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the net after-tax benefit after such reduction shall exceed the net after-tax benefit if such reduction were not made. The parachute payments shall be reduced in a manner that provides to the Designated Employee the greatest economic benefit and to the extent the reduction of any two or more parachute payments would produce an economically equivalent benefit to the Designated Employee, each shall be reduced pro rata. “Net after-tax benefit if such reduction were not made” for these purposes shall mean the sum of (i) The Company and each of its Subsidiaries has timely filed all Tax Returns required the total amount payable to be filed by it; the Designated Employee under the Plan, plus (ii) all such Tax Returns are complete other payments and accurate benefits which the Designated Employee receives or is then entitled to receive from DXC or otherwise that, alone or in all material respectscombination with the payments and benefits payable under the Plan, disclose all Taxes required to be paid by would constitute a “parachute payment” within the Company or any meaning of its Subsidiaries for Section 280G of the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; Code, less (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over amount of federal income taxes payable with respect to the appropriate taxing authority all Taxes foregoing calculated at the maximum marginal income tax rate for each year in which it is required by law the foregoing shall be paid to withhold or to collect the Designated Employee (based upon the rate in effect for such year as set forth in the Code at the time of the payment from amounts paid or owing to any employeeunder the Plan), stockholder, creditor or other third party; less (iv) neither the Company nor any amount of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened excise taxes imposed with respect to Taxes the payments and benefits described in (i) and (ii) above by Section 4999 of the Company Code. “Net after-tax benefit after such reduction” for these purposes shall mean the sum of (i) (A) the total amount payable to the Designated Employee under the Plan, plus (B) all other payments and benefits which the Designated Employee receives or any is then entitled to receive from DXC or otherwise that, alone or in combination with the payments and benefits payable under the Plan, would constitute a “parachute payment” within the meaning of its SubsidiariesSection 280G of the Code, in the case of each of (A) and no information related (B) as reduced by the minimum amount such that none of the payments or benefits described in (A) or (B) would be subject to Tax matters has been requested excise taxes imposed by any foreignSection 4999 of the Code, federal, state or local taxing authority; less (viiii) there are no Liens the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for Taxes each year in which the foregoing shall be paid to the Designated Employee (based upon the assets or properties rate in effect for such year as set forth in the Code at the time of the Company payment under the Plan). The effect of the excise tax imposed under Section 4999 of the Code, “net after tax benefit if such reduction were not made”, “net after tax benefit after such reduction,” greatest economic benefit, economically equivalent benefit and other factors applicable in the determinations to be made under this Section, shall be determined by the Accountants. For the purposes of this Section 5, the “Accountants” shall mean DXC’s independent certified public accountants serving immediately prior to the Change of Control. In the event that such Accountants decline to serve as the Accountants for purposes of this Section 5 or any are serving as accountant or auditor for the individual, entity or group effecting the Change of its Subsidiaries except Liens Control, the Designated Employee shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accountants hereunder). All fees and expenses of the Accountants in connection with matters relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationthis Section 5 shall be paid by DXC.

Tax Matters. (a) Except as set forth in Schedule 5.19 hereto: (i) The Company and each of its Subsidiaries has timely filed all Tax Returns required to be filed by itprior to the date hereof with respect to the Companies or any of their income, properties, franchises or operations have been filed; (ii) all each such Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have Return has been prepared in compliance with all applicable laws and regulations, and (iii) all such Tax Returns are true and accurate in all material respects. All Taxes due and payable by or with respect to the Companies (including for any Company on the cash basis of accounting for Tax purposes any Taxes that would have been due and payable had such Company been on the accrual method) have been paid or accrued on the Current Balance Sheet or will be accrued on their respective books and records as of the Closing. Plastics and CA Metals have been S corporations within the meaning of Section 1361 of the Code since inception. Except as set forth in Schedule 5.19 hereto: (i) with respect to each taxable period of each of the Companies, no taxable period has been audited by the relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against any of the Companies; (iii) none of the Company Companies has consented to extend the time in which any Taxes may be assessed or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing collected by it and has withheld and paid over to the appropriate any taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyauthority; (iv) neither none of the Company nor any of its Subsidiaries Companies has waived requested or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any granted an extension of the time within which to file for filing any Tax Return; (viv) there is no action, suit, investigationtaxing authority proceeding, auditor audit or claim for refund now in progress, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened against or with respect to Taxes any of the Company Companies regarding Taxes; (vi) none of the Companies has made an election or filed a consent under Section 341 (f) of the Code (or any corresponding provision of its Subsidiariesstate, and no information related local or foreign law) on or prior to Tax matters has been requested by any foreign, federal, state or local taxing authoritythe Closing Date; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to (other than for current Taxes not yet duedue and payable) upon the assets of any of the Companies; (viii) there are no material unresolved questions none of the Companies will be required (A) as a result of a change in method of accounting for a taxable period ending on or claims concerning prior to the Company’s Closing or occurring as a result of the Closing, to include any adjustment under Section 481 (c) of the Code (or any corresponding provision of its Subsidiaries’ Tax liability; and state, local or foreign law) in taxable income for any taxable period (ix) the Company is not and has not been an S corporation.or portion

Tax Matters. (a) Except as set forth on Section 3.19 of the Company Disclosure Letter or as would not, individually or in the aggregate, constitute a Company Material Adverse Effect: (i) The since January 1, 2018, the Company and each of its Subsidiaries has have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by itany of them and all such filed Tax Returns are true, complete and accurate; (ii) all such Tax Returns are complete since January 1, 2018, the Company and accurate in all material respects, disclose each of its Subsidiaries have paid all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns); (iii) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold there are not pending or to collect for payment from amounts paid or owing to threatened in writing any employeeaudits, stockholderexaminations, creditor investigations or other third partyproceedings in respect of Taxes or Tax Returns of the Company or any of its Subsidiaries; (iv) there are no Liens for Taxes upon any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) the Company has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has waived or been requested to waive entered into any statute “listed transaction” within the meaning of limitations in respect of Taxes which waiver is currently in effectTreasury Regulation Section 1.6011-4(b)(2); (vvii) neither the Company nor any of its Subsidiaries (1) has received or applied for a Tax ruling from the Internal Revenue Service or entered into a “closing agreement” pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state, local or foreign Law), in each case, that will affect the Company or any of its Subsidiaries after the Closing or (2) is a party to any Tax sharing or Tax indemnity agreement, other than any such agreement (x) solely between or among any of the Company and any of its Subsidiaries or (y) not primarily relating to Taxes and entered into in the ordinary course of business; or (viii) neither the Company nor any of its Subsidiaries is currently the beneficiary liable for any Taxes of any extension of time within which to file any Tax Return; other Person (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of other than the Company and its Subsidiaries) pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of its Subsidiariesstate, and no information related to Tax matters has been requested local or foreign Law), as a transferee or successor, by any foreign, federal, state contract or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationotherwise.

Tax Matters. (a) (i) The Each Company has duly and each of its Subsidiaries has timely filed all Tax Returns which are required by applicable Laws of the PRC to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, and disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationspaid; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing Returns have been examined by it and the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyexpired; (iv) neither there is no Action, pending or proposed or, to the best knowledge of each Company, threatened, with respect to Taxes of each Company nor or for which a Lien may be imposed upon any of its Subsidiaries has waived or been requested each Company’s assets and, to waive any the best of each Company’s knowledge, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of each Company for which a Lien may be imposed on any of each Company’s assets has been waived or extended, which waiver or extension is currently in effect; (vvi) neither each Company has complied in all material respects with all applicable Laws relating to the Company nor reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by each Company; (vii) no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed with respect to or as a result of any transaction contemplated by this Agreement; (viii) there is no Lien for Taxes upon any of its Subsidiaries the assets of each Company; (ix) there is currently no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement, with respect to each Company; (x) no claim has ever been made by a Taxing Authority in a jurisdiction where each Company has not paid any Tax or filed Tax Returns, asserting that each Company is or may be subject to Tax in such jurisdiction; (xi) each Company has provided to Purchaser true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after the beneficiary Balance Sheet Date; (xii) there is no outstanding power of attorney from each Company authorizing anyone to act on behalf of each Company in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of each Company; (xiii) each Company is not, and has ever been, a party to any Tax sharing or Tax allocation Contract; (xiv) each Company is and has never been included in any consolidated, combined or unitary Tax Return; (xv) to the knowledge of each Company, no issue has been raised by a Taxing Authority in any prior Action relating to each Company with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of each Company for any other period; (xvi) each Company has not requested any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to which Tax matters Return has since not been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liabilityfiled; and (ixxvii) the each Company is not and has not been an S corporationtreated as a foreign corporation for U.S. federal income tax purposes.

Tax Matters. (a) The Company shall (i) The Company prepare in the Ordinary Course of Business (except as otherwise required by Applicable Law) and each of its Subsidiaries has timely filed file, or shall cause to be prepared and timely filed, all Tax Returns that are required to be filed by it; any Company Group Members and Affiliated Practices on or before the Closing Date (“Post-Signing Returns”), and shall pay, or cause to be paid, all Taxes due on such Post-Signing Returns, and (ii) all at least twenty (20) days prior to the due date for filing a Post-Signing Return that is an income or other material Tax Return (including any valid extensions), and in any event, prior to the filing of such Tax Return, submit a copy of such Tax Return to Parent for review and approval (not to be unreasonably withheld, conditioned or delayed). Parent shall, on behalf of each Company Group Member and Affiliated Practice (x) prepare or cause to be prepared in the Ordinary Course of Business (except as otherwise required by Applicable Law) and timely file, all Tax Returns for the Company Group Members and the Affiliated Practices that are complete and accurate in all material respects, disclose all Taxes required to be paid filed by them after the Closing Date (“Post-Closing Returns”) and (y) in the event that any income or other material Post-Closing Return shows any unpaid Pre-Closing Taxes that are subject to indemnification by the Company or any Stockholders pursuant to this Agreement, submit a copy of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over Post-Closing Return to the appropriate taxing authority all Taxes which it is Stockholders’ Representative for review and comment at least twenty (20) days (or, if such Post-Closing Returns are required by law to withhold or be filed within twenty (20) days after the Agreement Date, as soon as practicable after the Agreement Date) prior to collect the due date for payment from amounts paid or owing filing such Post-Closing Returns (including any valid extensions), and in any event, prior to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any filing of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any such Tax Return; (vi) there is no action, suit, investigation, audit, claim provided that any failure or assessment pending or, delay in providing any Post-Closing Return to the Knowledge Stockholders’ Representative shall not relieve the Stockholders of the Company, proposed or threatened any indemnification obligations with respect to such Tax Return except to the extent the Stockholders are actually materially prejudiced as a result thereof. Parent will consider in good faith all reasonable comments received at least 10 days prior to the due date for such Tax Return from the Stockholders’ Representative. The Stockholders shall be responsible for reimbursing Parent for any Pre-Closing Taxes of shown as due on such Parent Post-Closing Returns (to the extent such Pre-Closing Taxes are not reflected in Company Debt or any of its Subsidiaries, and no information related Transaction Expenses) pursuant to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationSection 7.2(g).

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed all Tax Returns that it was required to be filed by it; (ii) all file prior to the Effective Date. All such Tax Returns are were correct and complete and accurate in all material respects, disclose all . All Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing Returns as owed by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or have been requested to waive any statute of limitations in respect of Taxes which waiver paid. The Company currently is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently not the beneficiary of any extension of time within which to file any Tax Return; . There are no Security Interests on any of the assets of the Company that arose in connection with any failure (vior alleged failure) there to pay any Tax. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor, shareholder or other third party and the Company has properly reflected the status of all employees and independent contractors in connection therewith as required by applicable Tax law and the Fair Labor Standards Act of 1938, as amended, and the rules and regulations promulgated thereunder. Except as set forth in Section 6(i) of the rules and regulations promulgated thereunder. Except as set forth in Section 6(i) of the Disclosure Schedule, no deficiency or proposed adjustment has been proposed, asserted or assessed by any taxing authority against the Company that has not been settled or otherwise resolved. There is no action, suit, investigationtaxing authority proceeding, auditor audit now in progress, claim or assessment pending or, to the Knowledge of Company's Knowledge, threatened against the Company, proposed or threatened Company with respect to Taxes any Taxes. Except as set forth in Section 6(i) of the Disclosure Schedule, the Company does not reasonably expect any taxing authority to claim or assess any material amount of its Subsidiaries, and no information related to Tax matters additional Taxes against the Company. No claim has been requested made by any foreign, federal, state or local a taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of authority in a jurisdiction where the Company or any of its Subsidiaries except Liens relating to current Taxes does not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ file Tax liability; and (ix) Returns that the Company is not subject to Taxes assessed by such jurisdiction. The Company has no obligation or liability for the payment of Taxes of any other Person arising (A) from any expressed obligation to indemnify another person or (B) from the Company assuming or succeeding to the Tax liability of any other Person as a successor, transferee or otherwise. The Company has made available to Parent complete copies of all federal income Tax Returns filed, examination reports received, and statements of deficiencies assessed against or agreed to, by the Company since 1997. The Company has not been an S corporationwaived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

Tax Matters. (a) (i) The SiC Entities and any other Affiliate of the Company and each of its Subsidiaries has with respect to the SiC Business (A) have timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by it; (ii) any of them and all such filed Tax Returns are complete and accurate in all material respects, disclose respects and (B) have paid all material Taxes required to be have been paid by the Company them, in each case clauses (A) and (B), except for Taxes contested in good faith or any of its Subsidiaries for the periods covered thereby and which adequate reserves have been prepared established in compliance accordance with all applicable laws and regulationsGAAP in the Financial Statements; (ii) except to the extent such amount has been accrued on the Company’s Financial Statements in accordance with GAAP, no deficiency with respect to a material amount of Taxes has been proposed in writing, asserted or assessed against the SiC Entities by any Governmental Authority that has not been resolved or paid; (iii) as of the date hereof, there are no pending or threatened in writing disputes, claims, audits, examinations or other Proceedings regarding any material Taxes of the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partySubsidiaries; (iv) neither in the Company nor past two (2) years, no claim has been made in writing by any taxing authority in a jurisdiction where the SiC Entities have not filed Tax Returns that any of its Subsidiaries the SiC Entities is or may be subject to taxation by that jurisdiction; (v) there are no Liens or other encumbrances for material Taxes upon any property or assets of the SiC Entities, except for Permitted Liens; (vi) none of the SiC Entities has waived or been requested to waive participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b); and (vii) none of the SiC Entities has currently in effect any waiver of any statute of limitations in respect of material Taxes which waiver is currently in effect; (v) neither the Company nor or any of its Subsidiaries is currently the beneficiary of agreement to any extension of time within which with regard to a material Tax assessment or deficiency (other than pursuant to extensions of time to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim Returns obtained in the ordinary course or assessment pending or, to the Knowledge of the Company, proposed automatically granted extensions or threatened with respect to Taxes of the Company or any of its Subsidiarieswaivers), and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there such waivers are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationpending.

Tax Matters. (a) (i) The Company and each of its Subsidiaries has timely filed Except as set forth in Schedule 3.19 hereto, all Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required prior to be paid by the date hereof with respect to the Company and each of its subsidiaries or any of its Subsidiaries for the periods covered thereby and their income, properties, franchises or operations have been filed, each such Tax Return has been prepared in substantial compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable by or with respect to the Company and each of its subsidiaries shown on the Tax Returns has been paid or are accrued on the Current Balance Sheet or will be accrued on the books and records of the Company as of the Closing. Except as set forth in Schedule 3.19 hereto: (i) with respect to each taxable period of the Company and its subsidiaries, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Company or its subsidiaries; (iii) the Company and each of its subsidiaries have not consented to extend the time in which any Taxes may be assessed or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing collected by it and has withheld and paid over to the appropriate any taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyauthority; (iv) neither the Company nor any and each of its Subsidiaries has waived subsidiaries have not requested or been requested granted an extension of the time for filing any Tax Return to waive any statute of limitations in respect of Taxes which waiver is currently in effecta date later than the Effective Time; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigationtaxing authority proceeding, auditor audit or claim for refund now in progress, claim or assessment pending or, to the Knowledge knowledge of the CompanyCompany and Browx, proposed xxreatened against or threatened with respect to Taxes of the Company or any its subsidiaries regarding Taxes; (vi) the Company and each of its Subsidiariessubsidiaries has not made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, and no information related local or foreign law) on or prior to Tax matters has been requested by any foreign, federal, state or local taxing authoritythe Effective Time; (vii) there are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet duesubsidiaries; (viii) there are no material unresolved questions the Company and each of its subsidiaries will not be required (A) as a result of a change in method of accounting for a taxable period ending on or claims concerning prior to the Company’s Effective Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of its Subsidiaries’ Tax liabilitystate, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Time or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Effective Time; and (ix) the Company and its subsidiaries have not been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) neither the Company nor any of its subsidiaries is not a party to or bound by any tax allocation or tax sharing agreement or has any current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xiii) the Company and each of its subsidiaries has not been an S corporationa United States real property holding corporation within the meaning of Section 897(c)(2) of the Code (or any corresponding provision of state, local or foreign law) during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code (or any corresponding provision of state, local or foreign law); (xiv) no claim has ever been asserted against the Company in writing by a taxing authority in a jurisdiction where the Company or its subsidiaries do not file Tax Returns that the Company or such subsidiaries is or may be subject to Taxes assessed by such jurisdiction; and (xv) the Company and each of its subsidiaries has no permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xvi) true, correct and complete copies of all income and sales Tax Returns filed by or with respect to the Company and each of its subsidiaries for the past three years have been furnished or made available to Republic; (xvii) the Company and each of its subsidiaries will not be subject to any Taxes for the period ending at the Effective Time for any period for which a Tax Return has not been filed imposed pursuant to Section 1374 or Section 1375 of the Code (or any corresponding provision of state, local or foreign law).

Tax Matters. (a) With regard to taxation, (i) The Company adequate provision has been made by KLH in the audited 2003 Financial Statements for any Taxes due and each unpaid at the date of its Subsidiaries the Closing, or for the payment of any Tax installments due in respect of the current taxation year of KLH. Except to the extent reflected or reserved against in the audited 2003 Financial Statements, KLH is not liable for any Taxes. There are no notices of objection or appeals outstanding with respect to any assessment, reassessment or determination of KLH by any authority. There are no actions, suits, audits, investigations, claims or other proceedings pending or, to the knowledge of the Chinese Parties after due enquiry, threatened, against KLH in respect of any Taxes and there are no facts or circumstances known to the Chinese Parties, or acts, omissions, events, transactions, or series of transactions (including the entering into and/or completion of this Contract) occurring wholly or partly on or before the Closing, which could, or are likely to, give rise to any such actions, suits, investigations, claims or other proceedings. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax return or the payment of any Taxes by KLH; (ii) KLH has on a timely basis filed all Tax Returns tax returns, financial statements and other documents required to be filed by it; (ii) all them pursuant to any tax legislation. No such Tax Returns are complete filing has contained any material misstatement or omitted any statement of any material fact that should have been included therein as required under Chinese law. KLH has not filed and accurate in all material respects, disclose all Taxes is not required to be paid by file any tax returns, financial statements and other documents in any jurisdiction outside the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulationsPRC; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and KLH has withheld and paid over remitted to the appropriate taxing authority all Taxes which it is required proper authority, or where permitted by law provided security for, on a timely basis and in a form required under the appropriate tax legislation, all amounts in respect of Taxes (including any pension plan contributions and social insurances and housing fund premiums and any other deductions) required to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partybe withheld and remitted by it; (iv) neither the Company nor KLH has no loans outstanding which have been made to directors, former directors, officers, shareholders or employees of either KLH or to any Person not dealing at arm’s length with any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effectthe foregoing; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; and (vi) there is no actionKLH has not, suiteither directly or indirectly, investigation, audit, claim transferred property to or assessment pending or, acquired property from a Person with whom KLH was not dealing at arm’s length for consideration other than consideration equal to the Knowledge fair market value of the Company, proposed or threatened with respect to Taxes property at the time of the Company disposition or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationacquisition thereof.

Tax Matters. (a) The Shareholders, severally in proportion to their Pro Rata Share, and not jointly, shall indemnify the Acquisition Indemnified Parties from, against, and in respect of any Taxes imposed on the Surviving Corporation with respect to any taxable period (or portion thereof) ending on or prior to the Closing Date within five (5) days after being notified by any Acquisition Indemnified Party during the applicable statue of limitation of the Surviving Corporation's obligation to the extent such Taxes (i) The Company have not been paid on or prior to the Closing Date and each of its Subsidiaries has timely filed all Tax Returns required to be filed by it; (ii) all such Tax Returns are complete and accurate were not included as liabilities on the Latest Balance Sheet or incurred thereafter in all material respectsthe ordinary course of business; provided, disclose all Taxes required however, that the Surviving Corporation shall not have the right to be paid by indemnified for a Tax obligation under both Section 11.2 and this Section 11.7(a); and provided further that the Company or Surviving Corporation shall not have the right to be indemnified for any Tax obligations as a result of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary inclusion of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to Unpaid Compensation in the Knowledge of the Company, proposed or threatened with respect to Taxes taxable income of the Company or the Surviving Corporation. For purposes of this section, in the case of taxable periods beginning before and ending after the Closing Date, the Taxes attributable to the portion of such taxable periods ending on the Closing Date shall be (i) in the case of any Taxes other than Taxes based upon or related to income, the amount of its Subsidiariessuch Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and no information (ii) in the case of any Tax based upon or related to income, the amount of such Tax matters has which would have been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon payable if the assets or properties of relevant taxable period ended on the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationClosing Date.

Tax Matters. (a) (i) The Each of the Sellers, jointly and severally, shall be liable for, and pursuant to Article V agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from all Taxes imposed on the Company or for which the Company may otherwise be liable (A) as a result of having been a member of any Company Group (including, without limitation, Taxes for which the Company or any Subsidiary of the Company may be liable pursuant to Treasury Regulation § 1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group or any obligations to contribute to the payment of a Tax determined on a combined, consolidated or unitary basis with respect to any Company Group and each any Taxes resulting from the Company or any Subsidiary of its Subsidiaries has timely filed all the Company ceasing to be a member of any Company Group) or (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; provided, however, that in the case of any taxable year or period that begins before the Closing Date and for which the Tax Returns Return is required to be filed by it; (iiBuyer pursuant to Section 4.2(b), no Seller shall have any liability under this Section 4.2(a) all such Tax Returns are complete and accurate in all material respects, disclose all with respect thereto to the extent of the Taxes required shown to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown due on such Tax ReturnsReturn when initially filed (or, in the case of any Straddle Period, the portion of such Taxes so shown that are attributable under Section 4.2(a)(iii) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which period ending on and including the Closing Date), it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, being agreed that this proviso shall not apply to the Knowledge extent such Taxes so shown are or were (1) income or franchise Taxes that individually or in the aggregate exceed $20,000, (2) not incurred in the ordinary course of the Company’s business, proposed (3) computed by taking into account any deduction for compensation arising as a result of the transactions contemplated by this Agreement, (4) not properly withheld or threatened with respect remitted under applicable law or (5) attributable to the transactions contemplated by this Agreement (Taxes described in this proviso “Accrued Pre-Closing Taxes”). For the avoidance of doubt, the parties agree that for purposes of this Section 4.2(a)(i) Taxes of the Company shall be computed by taking into account the application of any net operating loss carryovers or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties net capital loss carryovers of the Company available as of the Closing Date (as adjusted from time to time as a result of any audit or any of its Subsidiaries except Liens relating other examination affecting the amount thereof), in all cases to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ extent such application is permitted under applicable Tax liability; and (ix) the Company is not and has not been an S corporationlaw.

Tax Matters. (a) (i) The Company Parent has duly and each of its Subsidiaries has timely filed all income and all other material Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due (whether or not shown on such Tax Returns); (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iiiii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Knowledge of Parent, there is no Action, pending or proposed in writing, with respect to Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyof Parent; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any no statute of limitations in respect of the assessment or collection of any Taxes of Parent for which a Lien may be imposed on any of Parent’s assets has been waived or extended, which waiver or extension is currently in effect; (v) neither Parent has complied in all material respects with all applicable Laws relating to the Company nor reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all material Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by Parent; (vi) Parent has (A) properly collected all sales Taxes required to be collected in the time and manner required by applicable Law and remitted all such sales Taxes to the applicable Taxing authority in the time and in the manner required by applicable Law and (B) properly requested, received and retained all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transactions as to which it would otherwise have been obligated to collect or withhold Taxes; (vii) there is no outstanding request for a ruling from any Taxing Authority, request for consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority or agreement with any Taxing Authority with respect to Parent; (viii) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of Parent; (ix) no claim has ever been made by a Taxing Authority in a jurisdiction where Parent has not paid any Tax or filed Tax Returns, asserting that Parent is or may be subject to Tax in such jurisdiction, Parent is not nor has it ever been subject to Tax in any country other than the respective countries of incorporation or formation of Parent members by virtue of having a permanent establishment or other place of business in that country, and the members of Parent are and have always been tax residents solely in their respective countries of incorporation or formation; (x) Parent has provided to Company true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period since its Subsidiaries formation; (xi) there is currently no outstanding power of attorney from Parent authorizing anyone to act on behalf of Parent in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of Parent; (xii) Parent is not, and has never been, a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than any customary commercial contract the beneficiary principal purpose of which is not Taxes); (xiii) Parent has not been a member of an “affiliated group” within the meaning of Section 1504(a) of the Code filing a consolidated federal income Tax Return (other than a group the common parent of which was the Parent); (xiv) Parent has no liability for the Taxes of any other Person: (A) under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable Law), (B) as a transferee or successor or by contract or (C) otherwise by operation of applicable Law; (xv) Parent has not requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed; (vixvi) there the Parent is no action, suit, investigation, audit, claim or assessment pending or, to not a “United States real property holding corporation” within the Knowledge meaning of Section 897(c)(2) of the Company, proposed or threatened with respect to Taxes Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liabilityCode; and (ixxvii) the Company is not and Parent has not been an S corporation.a party to any “reportable transaction” or “listed transaction” as defined in Section 6707A(c) of the Code and Treasury Regulation Section 1.6011-4(b). 44

Tax Matters. (aExcept as set forth on Section 5.18 of the Parent Disclosure Letter:(a) (i) The Company All income and each of its Subsidiaries has timely filed all other material Tax Returns required to be filed by itthe Parent Parties have been timely filed (taking into account applicable extensions) and all income and other material Taxes of the Parent Parties due and payable (whether or not shown on any Tax Return) have been paid; (ii) all such Tax Returns (taking into account all amendments thereto) are true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company there are no material Tax audits, examinations or its Subsidiaries other Actions presently in progress nor has timely paid all Taxes Parent been notified in writing by a Taxing Authority of (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over nor to the appropriate taxing authority all Taxes which it is required by law to withhold Knowledge of Parent has there been) any request or to collect threat for payment from amounts paid or owing to any employee, stockholder, creditor such a material audit or other third partyexamination; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any no statute of limitations in respect of the assessment or collection of any material Taxes of Parent has been waived or extended, or requested to be waived or extended, which waiver or extension (or request thereof) is currently in effecteffect or outstanding; (v) neither Parent has withheld from amounts owing to any employee, creditor or other Person all material Taxes required by Law to be withheld, has paid over to the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which proper Taxing Authority in a timely manner all such withheld amounts required to file any Tax Returnhave been so paid over and complied in all material respects with all applicable withholding and related reporting requirements with respect to such Taxes; (vi) Parent has collected all material sales, use, employment, value added, goods and services, and similar Taxes required to be collected, has paid over to the proper Taxing Authority in a timely manner all such collected amounts required to have been so paid over and complied in all material respects with applicable related reporting requirements with respect to such Taxes; (vii) there is no actionoutstanding request for an advance tax ruling from any Taxing Authority, suitrequest for consent by a Taxing Authority for a change in a method of accounting, investigationsubpoena or request for information by any Taxing Authority, auditor material agreement with any Taxing Authority, claim or assessment pending orin each case, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet dueParent; (viii) there are no material unresolved questions or claims concerning the Company’s Liens for Taxes (other than Permitted Liens) upon Parent or any of the assets of Parent; (ix) within the past three (3) years, no claim that is currently outstanding has been made in writing by a Taxing Authority in a jurisdiction where Parent has not paid an applicable Tax or filed an applicable Tax Return, asserting that Parent is or may be subject to Tax in such jurisdiction; (x) Parent is not subject to Tax in any country other than the country of incorporation of Parent by virtue of having a branch, office permanent establishment, other activities or other place of business in that country, and Parent is and has always been tax resident solely in its Subsidiaries’ country of incorporation; (xi) Parent is not a party to any Tax liabilitysharing, allocation, indemnification or similar Contract (other than customary commercial Contracts entered into in the ordinary course of business not primarily related to Taxes); (xii) no Parent Party (A) is or has ever been included in any consolidated, affiliated, combined or unitary Tax Return (other than a group the common parent of which is Parent), or (B) has any liability for the Taxes of any Person (other than another Parent Party) under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local or foreign Law), as a transferee or successor, by Contract (other than customary commercial Contracts (or Contracts entered into in the ordinary course of business) not primarily related to Taxes) or otherwise; and (ixxiii) the Company is not and no claim, assessment, deficiency or proposed adjustment for any material amount of Tax has not been an S corporationasserted, assessed or raised by a Taxing Authority against or relating to Parent that remains unresolved or unpaid.

Tax Matters. (a) (i) The Company Except as set forth on EXHIBIT 4.10: NUI and each of its Subsidiaries that is incorporated under the laws of the United States or of any of the United States are members of the affiliated group, within the meaning of Section 1504(a) of the Code, of which NUI is the common parent, and such affiliated group files a consolidated federal income tax return; each of the NUI Companies has timely filed or caused to be filed all Tax Returns required to be have been filed by or for it; (ii) , and all information set forth in such Tax Returns are is accurate and complete and accurate in all material respects; each of the NUI Companies has paid or made adequate provision on its books and records in accordance with GAAP for all Taxes covered by such Tax Returns; there is not a material amount of unpaid Taxes due and payable by any of the NUI Companies or by any other person that is or could become a lien on any asset of, disclose or that could otherwise have a Material Adverse Effect on, the NUI Companies; each of the NUI Companies has collected or withheld all Taxes required to be paid collected or withheld by the Company or any of its Subsidiaries for the periods covered thereby it, and all such Taxes have been prepared in compliance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes Governmental Authority or set aside in appropriate accounts for future payment when due; none of the NUI Companies has granted (or is subject to) any waiver, which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect, of the period of limitations for the assessment of any Tax; (v) neither the Company nor no unpaid Tax deficiency has been assessed or asserted against, or with respect to, any of its Subsidiaries is the NUI Companies by any Governmental Authority; there are no currently the beneficiary of pending administrative or judicial proceedings, or any extension of time within which to file any Tax Return; (vi) there is no actiondeficiency or refund litigation, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiariesthe NUI Companies, the adverse outcome of which would have a Material Adverse Effect on the NUI Companies; and any such assertion, assessment, proceeding or litigation disclosed on EXHIBIT 4.10 hereto is being contested in good faith through appropriate measures, and no information related to Tax matters has been requested by any foreignits status is described in EXHIBIT 4.10 hereto; and the most recent audited consolidated balance sheet included in the NUI SEC Reports fully and properly reflects, federalas of the date thereof, state or local taxing authority; (vii) there are no Liens the liabilities of NUI and its Subsidiaries for all accrued Taxes and deferred liability for Taxes upon and, for periods ending after such date, the assets or properties books and records of the Company or any of each such corporation fully and properly reflect its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company is not and has not been an S corporationliability for all accrued Taxes.

Tax Matters. (a) Buyer shall prepare and timely file, or cause to be prepared and filed (i) The Company and each of its Subsidiaries has timely filed after taking into account all appropriate extensions), all Tax Returns of the Company and its Subsidiaries required to be filed after the Closing Date for all Pre-Closing Periods and all Straddle Periods. All such Tax Returns shall be prepared on a basis consistent with past practice, procedures and accounting methods, except to the extent otherwise required by it; Applicable Law. For purposes of filing Tax Returns and computing the Income Tax Amount, the Estimated Income Tax Amount and the Final Income Tax Amount, the Parties shall (i) treat all payments to the holders of the Options on the release of the Escrow Fund, pursuant to Section 1.8(e)(i), and Section 5.21(e) as being deducted when the Escrow Fund is released or when the payments are made under Section 1.8(e)(i) or Section 5.21(e) and (ii) treat all such Tax Returns are complete and accurate in all material respects, disclose all Taxes required to be paid Severance Costs as being deductible by the Company or any of and its Subsidiaries for in the periods covered thereby and have been prepared Tax year beginning on the date following the Closing Date. For purposes of computing the Final Income Tax Amount, the Transaction Deductions shall be taken into account in compliance accordance with all applicable laws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such procedures set forth in this Section 5.21. For purposes of this Section 5.21, a Tax Returns) due and owing by it and has withheld and paid over position shall be considered to the appropriate taxing authority all Taxes which be consistent with Applicable Laws if it is required “more likely than not” that such position will be sustained if challenged by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, suit, investigation, audit, claim or assessment pending or, to the Knowledge of the Company, proposed or threatened with respect to Taxes of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability; and (ix) the Company applicable Governmental Entity. If a position is not “more likely than not” to be sustained, (A) Buyer shall compute the Income Tax Amount and has not been an S corporationfile Tax Returns using the position that is “more likely than not” to be sustained or (B) if no position is “more likely than not” to be sustained, Buyer shall take a position, which in its good faith determination, would have the greatest success of being sustained if challenged by the Governmental Entity.

Tax Matters. (a) (i) The Company Parent has duly and each of its Subsidiaries has timely filed all income and all other material Tax Returns which are required to be filed by or with respect to it, and has paid all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and have been prepared in compliance with all applicable laws and regulations; (iii) the Company there is no Action, pending or its Subsidiaries has timely paid all proposed in writing, with respect to Taxes (whether or not shown on such Tax Returns) due and owing by it and has withheld and paid over to the appropriate taxing authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partyof Parent; (iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any no statute of limitations in respect of the assessment or collection of any Taxes of Parent for which a Lien may be imposed on any of Parent’s assets has been waived or extended, which waiver or extension is currently in effect; (v) neither Parent has complied in all material respects with all applicable Laws relating to the Company nor reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all material Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by Parent; (vi) there is no outstanding request for a ruling from any Taxing Authority, request for consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority or agreement with any Taxing Authority with respect to Parent; (vii) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of Parent; (viii) no claim has ever been made by a Taxing Authority in a jurisdiction where Parent has not paid any Tax or filed Tax Returns, asserting that Parent is or may be subject to Tax in such jurisdiction, Parent is not nor has it ever been subject to Tax in any country other than the respective countries of incorporation or formation of Parent members by virtue of having a permanent establishment or other place of business in that country, and the members of Parent are and have always been tax residents solely in their respective countries of incorporation or formation; (ix) Parent has made available to Company true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period since its Subsidiaries formation; (x) there is currently no outstanding power of attorney from Parent authorizing anyone to act on behalf of Parent in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of Parent; (xi) Parent is not, and has ever been, a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into in the beneficiary ordinary course of business consistent with past practices, the primary purpose of which is not related to Taxes); (xii) Parent has not been a member of an “affiliated group” within the meaning of Section 1504(a) of the Code filing a consolidated federal income Tax Return (other than a group the common parent of which was the Parent); (xiii) Parent has no liability for the Taxes of any other Person: (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable Law), (2) as a transferee or successor or by contract or (3) otherwise by operation of applicable Law; (xiv) Parent has not requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed; (vixv) there the Parent is no action, suit, investigation, audit, claim or assessment pending or, to not a “United States real property holding corporation” within the Knowledge meaning of Section 897(c)(2) of the Company, proposed or threatened with respect to Taxes Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Company or any of its Subsidiaries, and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; (vii) there are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liabilityCode; and (ixxvi) the Company is not and Parent has not been an S corporationa party to any “listed transaction” as defined in Section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)(2).