Common use of Tax Matters Clause in Contracts

Tax Matters. All Tax Returns required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All Standard, each of the Standard Subsidiaries and all members of any consolidated, affiliated, combined or unitary group of which Standard or any of the Standard Subsidiaries is a member have filed or will file all Tax Returns and Tax information returns or reports required to be filed (taking into account permissible extensions) by them on or prior to the Effective Date, except for such returns or reports where the failure to file would not have a Material Adverse Effect on Standard, and have paid (or have accrued or reserved or will accrue or reserve, prior to the Effective Date, amounts for the payment of) all material Taxes shown to be due on such returns and reports relating to the time periods covered thereby. The accrued taxes payable accounts for Taxes and provision for deferred income taxes, specifically identified as such, on the Standard Latest Balance Sheet are sufficient in all material respects for the payment of all unpaid Taxes of Standard and the Standard Subsidiaries accrued for all periods ended on or prior to the date of the Standard Latest Balance Sheet. Except as disclosed on Schedule 3.12, neither Standard nor any of the Standard Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to an assessment or deficiency for Taxes. All material Taxes which will be due and payable, whether now or hereafter, for any period ending on, prior to or including the Effective Date shall have been paid by or on behalf of Standard and the Standard Subsidiaries or shall be reflected on the books of Standard and the Standard Subsidiaries as an accrued Tax liability determined in a manner which is consistent with past practices. No Tax returns of Standard or any of the Acquired Corporations with Standard Subsidiaries have, during the past five (5) years, been audited by any Governmental Body with respect to any taxable period ending governmental authority other than as disclosed on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed Schedule 3.12; and, except as set forth on or before the applicable due date (including any extensions of such due date)Schedule 3.12, and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There there are no unsatisfied liabilities unresolved questions, claims or disputes asserted in writing by any relevant taxing authority concerning the liability for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency Standard or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material TaxStandard Subsidiaries. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code Standard or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(mStandard Subsidiary (i) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within filing a consolidated federal income tax return (other than a group, the meaning common parent of which was Standard), or (ii) has liability for Taxes of any person under Section 1504 1.1502-6 of the CodeTreasury Regulations. For purposes of this Agreement, the term "Tax" shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits tax, environmental tax, customs duty, capital stock, franchise, employees' income withholding, foreign or domestic withholding, social security, unemployment, disability, workers' compensation, employment-related insurance, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other than an affiliated tax, fee or assessment imposed by a taxing jurisdiction, including any interest, penalties or additions to, or additional amounts in respect of the foregoing, for each party hereto and its commonly controlled entities and all members of any consolidated, affiliated, combined or unitary group of which the Company any of them is the common parenta member.

Tax Matters. All Tax Returns The Corporation has filed all foreign, federal, state, county and local reports and returns or extensions with respect to Taxes required to be filed with the appropriate governmental agencies in all jurisdictions in which such reports and returns are required to be filed and all such reports and returns are true, correct and complete in all material respects as filed. All Taxes required to have been paid or accrued by the Corporation for any tax period ended on or before December 31, 1999 have been fully paid or are adequately provided for on behalf the Audited Balance Sheet as of December 31, 1999. Since December 31, 1999, the Corporation has not incurred any liability for Taxes other than as a result of the operation of its business in the ordinary course, consistent with past practice. To the Corporation's knowledge, no issues have been raised which are currently pending by the Internal Revenue Service or any other taxing authority concerning the Corporation's liability for Taxes, or the liability of any person whose liability for Taxes is determined by reference to the taxable income of the Acquired Corporations Corporation, and no waivers of statutes of limitations have been given or requested with respect to the Corporation or any Governmental Body such person. There is no tax lien of any kind outstanding against the assets, property, or business of the Corporation. All deficiencies asserted or assessments made by the Internal Revenue Service or by any other taxing authorities with respect to Taxes with respect to the Corporation have been fully paid or are adequately provided for on the Audited Balance Sheet as of December 31, 1999 and no proposed (but unassessed) additional Taxes have been asserted and the Corporation does not know of any set of circumstances which exists that could give rise to any claim for Taxes with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) Date. Since January 1, 1997, there have been or will be filed on or before no audits of the applicable due date Corporation conducted by the Internal Revenue Service. The Corporation: (including any extensions of such due date), and (bi) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns has not elected to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent treated as a collapsible corporation pursuant to Section 341(f) of the Code. None of the Acquired Corporations ; and (ii) has been, and none of the Acquired Corporations will be, required to include not made any adjustment in taxable income for any tax period (or portion thereof) other elections pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result (other than elections that relate solely to matters of transactions or events occurringaccounting, depreciation, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount amortization) that would have a Material Adverse Effect. The Corporation has not made any material payments, is not obligated to make any material payments and is not a party to any agreement that under certain circumstances could obligate it to make any material payments that will not be deductible pursuant to under Section 280G or Section 162(m) of the Code. None of the Acquired Corporations The Corporation is not a party to any Contract, nor does it have any obligations (current tax allocation or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations . The Corporation (i) has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time not been a member of an affiliated group within the meaning of Section 1504 of the Code, filing a consolidated federal income tax return (other than an affiliated a group the common parent of which was the Company is Corporation), and (ii) does not have any liability for the common parentTaxes of any entity (other than the Corporation) under Treasury Regulation 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

Tax Matters. All There are no material Taxes due and payable by the Company or any Company Subsidiary which have not been timely paid. Except as set forth in Section 2(r) of the Disclosure Schedule, all Tax Returns required to be filed by by, or on behalf of any of of, the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before Company and the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) Company Subsidiaries have been or will be filed on or before the applicable due date (including any extensions of such due date)timely filed, and (b) have beenall such Tax Returns were true, or will be when filed, prepared correct and complete in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Daterespects. The unpaid Taxes of the Company Financial Statements fully accrue all actual and contingent liabilities the Company Subsidiaries (i) did not as of the filing date of the 2011 Form 10-K exceed the reserve for Taxes with respect (excluding any reserve for deferred Taxes established to all periods through reflect timing differences between book and Tax income) set forth in the dates thereof 2011 Form 10-K and (ii) will not exceed that reserve in accordance with GAAPthe past custom and practice of the Company and the Company Subsidiaries in filing Tax Returns. There are no unsatisfied liabilities for Each of the Company and each Company Subsidiary has duly and timely withheld and paid over to the appropriate Governmental Body all material Taxes (including liabilities and other amounts required to be so withheld and paid over for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities all periods under all applicable Laws. Except for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves Liens for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver , no Liens for Taxes exist upon the assets of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporationof the Company Subsidiaries. No claim material audits, investigations or Legal Proceeding is other proceedings are pending or, to the Company's knowledge, has been threatened against or being conducted with respect to any Acquired Corporation in respect of any material Tax. None Taxes of the Acquired Corporations has entered into Company or become bound by the Company Subsidiaries. There are in effect no waivers of applicable statutes of limitations with respect to Taxes for any agreement or consent pursuant to Section 341(f) year. As of the Code. None of date hereof, neither the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of Company nor any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(mCompany Subsidiaries (i) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, filing a consolidated Tax Return (other than an affiliated or consolidated group of which the Company was the parent) or (ii) has any liability for Taxes of any Person arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign Law, or as a transferee or successor, by contract, or otherwise. Neither the Company nor any of the Company Subsidiaries will be required to include amounts in income, or exclude items of deduction, in a taxable period beginning after the date of the Closing as a result of (i) a change in method of accounting occurring prior to the date of the Closing; (ii) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or before the date of the Closing; (iii) a prepaid amount received, or paid, prior to the date of the Closing; (iv) deferred gains arising prior to the date of the Closing; or (v) an election under Section 108(i) of the Code. Neither the Company nor any Company Subsidiary is a party to, or is bound by or subject to any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement. Neither the common parentCompany nor any Company Subsidiary has engaged in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

Tax Matters. All Except as set forth in the Disclosure Letter, the Company and each other corporation included in any consolidated or combined Tax Returns Return and part of an affiliated group, within the meaning of Section 1504 of the Code, of which the Company is or has been a member, (a) has paid all Taxes required to be filed paid by or on behalf of any of it through the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), hereof and (b) have been, has filed or will caused to be when filed in a timely manner (within any applicable extension periods) all Tax Returns with appropriate Governmental Entities in all jurisdictions in which the Tax Returns are required to be filed, prepared and all such Tax Returns are true and complete. Except as set forth in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestDisclosure Letter, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contractnot, nor does has it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to included in any consolidated or bound by any tax indemnity agreementcombined Tax return for Federal, tax sharing agreement, tax allocation agreement state or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability local Tax purposes or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been it a member of an affiliated group within the meaning of Section 1504 of the Code. All Taxes, including those shown to be due on each of the Tax Returns, have been timely paid in full. Except as set forth in the Disclosure Letter, no Tax liens have been filed and the Company has not been notified by the Internal Revenue Service or any other than an taxing authority that any issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any Tax Return, and no waivers of statutes of limitation have been given or requested with respect to the Company. There are no pending Tax audits of any Tax Returns. No unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against the Company or any member of any affiliated or combined group of which the Company was or is a member. The Company has made full and adequate provision (i) on the common parentLatest Balance Sheet for all Taxes payable by it for all periods prior to the date thereof, and (ii) on its books for all Taxes payable by it for all periods beginning on or after such date. The Company has not incurred any Tax Liability since the Latest Balance Sheet Date, except for Taxes incurred in the ordinary course of business. The Company has not made an election to be treated as a "consenting corporation" under Section 341(f) of the Code and the Company is not, nor has it ever been, a "personal holding company" within the meaning of Section 542 of the Code. The Company and each of its predecessors have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has withheld and paid over all amounts required by Law to be withheld and paid from the wages or salaries of employees, and the Company is not liable for any Taxes for failure to comply with such Laws. The Company neither is nor has it ever been a party to any Tax sharing agreement. The Company has not agreed to nor is it required to make any adjustments pursuant to Section 481 of the Code, and the Internal Revenue Service has not proposed any such adjustments or changes in the Company's accounting method. There is no Contract covering any Person that individually or collectively could, as a result of the transactions contemplated hereby, or otherwise, give rise to the payment of any amount being non-deductible by the Company by reason of Section 280G of the Code.

Tax Matters. All Each of TCFC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)it, and (b) have beenall such Tax Returns are true, or will be when filedcorrect, prepared and complete in all material respects in compliance with all applicable Legal Requirementsrespects. All amounts shown on Neither TCFC nor any of its Subsidiaries is the Acquired Corporation Returns beneficiary of any extension of time within which to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to file any material Tax Return (other than liabilities for extensions to file Tax Returns obtained in the ordinary course). All material Taxes asserted under of TCFC and its Subsidiaries (whether or not shown on any such notice of deficiency or similar document which Tax Returns) that are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment due have been established)fully and timely paid. There are no liens for Each of TCFC and its Subsidiaries has withheld and paid all material Taxes upon required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither TCFC nor any of the assets of its Subsidiaries has granted any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Acquired Corporation Returns has TCFC and its Subsidiaries for all years prior to and including 2019 have been granted and is currently in effect (examined by the Company IRS or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither TCFC nor any Acquired Corporation of its Subsidiaries has received written notice of assessment or proposed assessment in respect connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of TCFC and its Subsidiaries or the assets of TCFC and its Subsidiaries. TCFC has made available to SHBI true and complete copies of any material Taxprivate letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of Neither TCFC nor any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations its Subsidiaries is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or is bound by any tax indemnity agreementTax sharing, tax sharing agreement, tax allocation or indemnification agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation arrangement (other than such an agreement or similar Contractarrangement exclusively between or among TCFC and its Subsidiaries). None Neither TCFC nor any of the Acquired Corporations its Subsidiaries (a) has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was TCFC) or (b) has any liability for the Taxes of any person (other than TCFC or any of its Subsidiaries) 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. Neither TCFC nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 1504 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. Neither TCFC nor any of its Subsidiaries has participated in a “reportable transaction” or “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has TCFC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. TCFC has made available to SHBI (A) true and correct copies of the U.S. federal, other than an affiliated group state, local and foreign income Tax Returns filed by or on behalf of the TCFC Group for each of the three most recent fiscal years for which such returns have been filed and (B) any audit report issued by a Tax authority within the Company is last three (3) years relating to Taxes due from or with respect to the common parentTCFC Group or its income, assets or operations. Section 5.03(p) of TCFC’s Disclosure Schedule sets forth any income or franchise Tax Returns filed by or on behalf of the TCFC Group that have been examined by any Tax authority since January 1, 2018.

Tax Matters. All (i) Section 5.01(m)(i) of the MediVision Disclosure Letter lists each material Tax Returns required or other incentive granted to or enjoyed by MediVision and its Subsidiaries under the Laws of the State of Israel or any other jurisdiction (the “Grants”). The copies of the up-to-date report listing all grants received by MediVision from the OCS, all applications for Grants and of all letters of approval, and supplements thereto that MediVision has made available to OIS are true, correct and complete copies; Section 5.01(m)(i) of the MediVision Disclosure Letter details all material undertakings of MediVision given in connection with the Grants. MediVision and its Subsidiaries have complied with all material requirements of Law to be filed entitled to claim all Grants. Without limiting the generality of the above, Section 5.01(m)(i) of the MediVision Disclosure Letter includes the aggregate amounts of each Grant, and the aggregate outstanding obligations thereunder of MediVision and its Subsidiaries with respect to royalties, or the outstanding amounts to be paid by the OCS or on behalf any other Governmental Entity to MediVision and the composition of such obligations or amount by the product or product family to which it relates. MediVision is in compliance, in all material respects, with the terms and conditions of the Grants and has duly fulfilled, in all material respects, all the undertakings relating thereto. To MediVision’s knowledge, subject to receipt of the Investment Center Approval, the OCS Approval and the other approvals of Governmental Entities specified as required herein, consummation of the Merger will not adversely affect the continued qualification for the incentives or the terms or duration thereof or require any recapture of any previously claimed Tax incentive, and no consent or approval of any Governmental Entity is required, other than as contemplated by Section 5.01(m)(i) of the MediVision Disclosure Letter, prior to the consummation of the Merger to preserve the entitlement of the Surviving Corporation or its Subsidiaries to any such Tax incentive. MediVision is not aware of any event or other set of circumstances that might lead to the revocation or material modification of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material TaxGrants. None of the Acquired Corporations has entered into products currently manufactured and sold by MediVision, directly or become bound indirectly, uses any technology that was developed using funding provided by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has beenOCS (“OCS Funded Technology”), and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There nor is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with technology contained in any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Codeproducts currently manufactured or sold by MediVision or products that are currently proposed by MediVision based on the OCS Funded Technology. None of the Acquired Corporations is a party to To MediVision’s knowledge, there has been no indication from any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of Israeli Tax authority that the consummation of the transactions contemplated under this Agreement, will have Merger would adversely affect the Surviving Corporation’s ability to set off for Israeli Tax purposes in the future any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None and all losses accumulated by MediVision as of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentClosing Date.

Tax Matters. All Park and its Subsidiaries have timely filed all Tax Returns required to be filed by with the appropriate Governmental Authority. Such Tax Returns are and will be true, correct and complete in all material respects. Park and its Subsidiaries have paid and discharged all Taxes due (whether reflected on such Tax Returns or otherwise), other than such Taxes that are adequately reserved as shown on behalf the Park Financial Statements or have arisen in the ordinary course of business since June 30, 2006 or Taxes the nonpayment of which would not have a Material Adverse Effect on Park. Neither the IRS nor any other Governmental Authority, domestic or foreign, has asserted, is now asserting or, to the knowledge of Park, is threatening to assert against Park or any of the Acquired Corporations with its Subsidiaries any Governmental Body material deficiency or claim for additional Taxes. No federal, state, local or foreign Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Park or any taxable of its Subsidiaries and, to the knowledge of Park, no such audit or proceeding is threatened. There are no unexpired waivers by Park or any of its Subsidiaries of any statute of limitations with respect to Taxes. No extension of time within which to file any Tax Return (for a period ending on or before with respect to which the Closing Date (the "ACQUIRED CORPORATION RETURNS"statute of limitations has not expired) (a) have has been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have beenfiled, or will be when filed, prepared has been requested or granted. The accruals and reserves for Taxes reflected in the Park Financial Statements are adequate in all material respects in compliance with for the periods covered. Park and its Subsidiaries have withheld or collected and paid over to the appropriate Governmental Authorities or are properly holding for such payment all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns material Taxes required by Law to be due on withheld or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPcollected. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities Liens for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of Park or any of the Acquired Corporations except liens its Subsidiaries, other than Liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to Neither Park nor any of the Acquired Corporation Returns its Subsidiaries has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or filed a consent pursuant to under Section 341(f) of the CodeCode concerning collapsible corporations. None Neither Park nor any of the Acquired Corporations its Subsidiaries has beenagreed to make, and none of the Acquired Corporations will be, or is required to include make, any adjustment in taxable income for any tax period (or portion thereof) pursuant to under Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m481(a) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or Park has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time never been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company Park is or was the common parentparent corporation. Neither Park nor any of its Subsidiaries has any liability for the Taxes of any other Person (other than members of the Park affiliated group) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. As of the date hereof, neither Park nor any of its Subsidiaries has any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Tax Matters. All Except as disclosed on Schedule 3.16, all Tax Returns required to be filed by Nah-Nah and any Subsidiary (or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS"predecessors) (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will shall be paid timely filed and all Taxes which are due have been or shall be paid. All Taxes of Nah-Nah and any Subsidiary attributable to periods ending on or before the Closing DateDate which are not yet due have been adequately provided for. The Company Financial Statements fully accrue all actual As of the time of filing, the Tax Returns correctly reflected (and, as to any Tax Returns not filed as of the date thereof will correctly reflect) the facts regarding the income, business, assets, operations, activities and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPstatus of Nah-Nah and its Subsidiaries. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes Liens upon any of the assets of Nah-Nah or any of the Acquired Corporations Subsidiary except liens for Liens for current Taxes not yet due and payable. No extension All amounts required to be withheld by Nah-Nah or waiver any Subsidiary from employees for income Taxes, social security and other payroll Taxes have been collected and withheld, and either paid to the respective Governmental Bodies, set aside in accounts for such purpose, or have been or will be accrued, reserved against and entered upon the books and records of Nah-Nah or any Subsidiary. All Taxes which are due and payable by Nah-Nah or any Subsidiary under any Nah-Nah Lease for the period prior to and including the Closing Date have been or shall be paid prior to Closing. Except for sales Taxes which result from the consummation of the limitation period Contemplated Transactions, if any, Nah-Nah and each Subsidiary has collected and remitted to the appropriate Tax Authority all sales and use or similar Taxes required to have been collected on or prior to the Closing Date and have been furnished properly completed exemption certificates for all exempt transactions. Nah-Nah has maintained and has in its possession all records, supporting documents and exemption certificates required by applicable sales Tax statutes and regulations to be retained in connection with the collection and remittance of sales and use Taxes for all periods up to and including the Closing Date. Neither Nah-Nah nor any of the Acquired Corporation Returns has been granted and is currently in effect Subsidiary (by the Company or any other Person), and no such extension predecessors) is a party to or waiver has been requested from received any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or notice with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into proposed or become bound by any agreement pending examination, investigation, audit, action or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.Claim

Tax Matters. All Tax Returns required 5.7.1 Except as provided in this Agreement, neither BHLB nor any of its Subsidiaries or Affiliates has taken or agreed to take any action, has failed to take any action or knows of any fact, agreement, plan or other circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. BHLB and the BHLB Subsidiaries are members of the same affiliated group within the meaning of Code Section 1504(a). BHLB, on behalf of itself and its Subsidiaries, has timely filed or caused to be filed by all Tax Returns (including, but not limited to, those filed on a consolidated, combined or on behalf of any of the Acquired Corporations with any Governmental Body with respect unitary basis) required to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been filed by BHLB and the BHLB Subsidiaries prior to the date hereof, or will be filed on or before the applicable due date (including any requests for extensions of to file such due date)returns and reports have been timely filed. All such Tax Returns are true, correct, and (b) have been, or will be when filed, prepared complete in all material respects in compliance with respects. BHLB and the BHLB Subsidiaries have timely paid or, prior to the Effective Time will pay, all applicable Legal Requirements. All amounts Taxes, whether or not shown on the Acquired Corporation Returns such returns or reports, due or claimed to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect Governmental Entity prior to any material Tax (the Effective Time other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by faith. BHLB and the Acquired Corporations and with respect to which adequate reserves for payment BHLB Subsidiaries have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation declared on their Tax Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or all positions taken therein that could reasonably be expected to, give rise directly or indirectly to the payment a substantial underpayment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group United States Federal Income Tax within the meaning of Section 1504 6662 of the CodeCode (or any corresponding provision of state or local laws). The unpaid accrued but unpaid Taxes of BHLB and the BHLB Subsidiaries did not, as of the most recent BHLB Financial Statements, 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 face of the most recent BHLB balance sheet (rather than in any notes thereto). BHLB and its Subsidiaries are subject to Tax audits in the ordinary course of business. BHLB management does not believe that an adverse resolution to any of such audits of which it has Knowledge would be reasonably likely to have a Material Adverse Effect on BHLB. BHLB and the BHLB Subsidiaries have not been notified in writing by any jurisdiction that the jurisdiction believes that BHLB or any of the BHLB Subsidiaries were required to file any Tax Return in such jurisdiction that was not filed. Neither BHLB nor any of the BHLB Subsidiaries (A) has been a member of a group with which they have filed or been included in a combined, consolidated or unitary income Tax Return other than an affiliated a group the common parent of which was BHLB or (B) has any liability for the Company Taxes of any Person (other than BHLB or any of the BHLB Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise. As of the date hereof, all deficiencies proposed in writing as a result of any audits have been paid or settled. There are no written claims or assessments pending against BHLB or any BHLB Subsidiary for any alleged deficiency in any Tax, and neither BHLB nor any BHLB Subsidiary has been notified in writing of any proposed Tax claims or assessments against BHLB or any BHLB Subsidiary. BHLB and the BHLB Subsidiaries each have duly and timely withheld, collected and paid over to the appropriate taxing authority all amounts required to be so withheld and paid under all applicable laws, and have duly and timely filed all Tax Returns with respect to such withheld Taxes, within the time prescribed under any applicable law. BHLB and the BHLB Subsidiaries have delivered to Legacy true and complete copies of all Tax Returns of BHLB and the BHLB Subsidiaries for taxable periods ending on or after December 31, 2005. Neither BHLB nor any of the BHLB Subsidiaries is or has been a party to any “reportable transaction,” as defined in Code § 6707A(c)(1) and Treas. Reg. § 1.6011-4(b). Neither BHLB nor any of the common parentBHLB 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 Code § 361. Neither BHLB nor any of the BHLB Subsidiaries has been a United States real property holding corporation within the meaning of Code § 897(c)(2) during the applicable period specified in Code § 897(c)(1)(A)(ii).

Tax Matters. All Except as set forth in the Chancellor Disclosure Letter, (A) Chancellor and each of its subsidiaries have timely filed with the appropriate taxing authorities all material Tax Returns required to be filed by or on behalf of through the date hereof and will timely file any of the Acquired Corporations with any Governmental Body with respect such material Tax Returns required to any taxable period ending be filed on or before prior to the Closing Date (except those under valid extension) and all such Tax Returns are and will be true and correct in all material respects, (B) all Taxes of Chancellor and each of its subsidiaries shown to be due on the "ACQUIRED CORPORATION RETURNS"Tax Returns described in (A) (a) above have been or will be filed on timely paid or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities adequately reserved for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material GAAP (except to the extent that such Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by faith), (C) no material deficiencies for any Taxes have been proposed, asserted or assessed against Chancellor or any of its subsidiaries that have not been fully paid or adequately provided for in the Acquired Corporations appropriate financial statements of Chancellor and its subsidiaries, and no power of attorney with respect to which adequate reserves for payment any Taxes has been executed or filed with any taxing authority and no material issues relating to Taxes have been established). There raised in writing by any governmental authority during any presently pending audit or examination, (D) Chancellor and its subsidiaries are not now subject to audit by any taxing authority and no waivers of statutes of limitation with respect to the Tax Returns have been given by or requested in writing from Chancellor or any of its subsidiaries, (E) there are no material liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens (other than for current Taxes not yet due and payable. No extension ) on any assets of Chancellor or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect its subsidiaries, (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(fF) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of neither Chancellor nor any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations its subsidiaries is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by (nor will any of them become a party to or bound by) any tax indemnity agreementindemnity, tax sharing agreementsharing, tax allocation agreement agreement, or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.,

Tax Matters. All Each of Seller and its Subsidiaries and all members of any consolidated, affiliated, combined or unitary group of which Seller or any of its Subsidiaries is a member have filed or will file all Tax Returns required to be filed (taking into account permissible extensions) by them on or prior to the Effective Time, and have paid (or have accrued or will accrue, prior to the Effective Time, amounts for the payment of) all Taxes relating to the time periods covered by such returns and reports. The accrued taxes payable accounts for Taxes reflected on the Latest Seller Balance Sheet (or the notes thereto) are sufficient for the payment of all unpaid Taxes of Seller and its Subsidiaries accrued for or applicable to all periods ended on or prior to the date of the Latest Seller Balance Sheet or which may subsequently be determined to be owing with respect to any such period. None of Seller or its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to an assessment or deficiency for Taxes. Each of Seller and its Subsidiaries has paid or will pay in a timely manner and as required by law all Taxes due and payable by it or which it is obligated to withhold from amounts owing to any employee or third party. All Taxes which will be due and payable, whether now or hereafter, for any period ending on or prior to the Effective Time, shall have been paid by or on behalf of any Seller and its Subsidiaries or shall be reflected on the books of Seller and its Subsidiaries as an accrued Tax liability determined in a manner which is consistent with past practices and the Latest Balance Sheets, without taking account of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPMerger. There are no unsatisfied liabilities for material Taxes (including liabilities for interestunresolved questions, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency claims or similar document received disputes asserted by any Acquired Corporation with respect to any material Tax (other than liabilities relevant taxing authority concerning the liability for Taxes asserted under any such notice of deficiency Seller or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Taxits Subsidiaries. None of the Acquired Corporations Seller or its Subsidiaries has entered into or become bound by any agreement or consent pursuant to made an election under Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income Code for any tax period (or portion thereof) pursuant to Section 481 or 263A taxable years not yet closed for statute of limitations purposes. In the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, five years prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor date of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have no demand or claim has been made against Seller or any liability of its Subsidiaries with respect to any Taxes arising out of membership or obligation under participation in any tax indemnity agreementconsolidated, tax sharing agreementaffiliated, tax allocation agreement combined or similar Contract. None unitary group of the Acquired Corporations has made which Seller or any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has its Subsidiaries was at any time been a member member. As of an affiliated group the date hereof, Seller has no reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 1504 368 of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All Except as set forth in Item 2.10 of the Powertel Letter or as would not have a Material Adverse Effect on Powertel: (i) Powertel and each of the Powertel Subsidiaries have timely filed (after taking into account any extensions to file) all Tax Returns required to be filed by them either on a separate or combined or consolidated basis; (ii) all such Tax Returns are correct in all respects and accurately disclose in all respects all Taxes required to be paid for the periods covered thereby; (iii) Powertel and the Powertel Subsidiaries have paid or caused to be paid all Taxes shown as due on behalf such Tax Returns and all Taxes for which no Tax Return was required to be filed, and the financial statements contained in the Powertel SEC Documents reflect an adequate reserve as determined in accordance with generally accepted accounting principles for all material Taxes payable by Powertel and the Powertel Subsidiaries and not yet due (other than a reserve for deferred Taxes established to reflect timing differences between book and Tax treatment) for all taxable periods and portions thereof accrued through the date of such financial statements; (iv) none of Powertel or any Powertel Subsidiary has waived in writing any statute of limitations in respect of Taxes; (v) there is no action, suit, investigation, audit, claim or assessment that has been formally commenced or proposed to Powertel in writing with respect to Taxes of Powertel or any of the Acquired Corporations with Powertel Subsidiaries where an adverse determination is reasonably likely; (vi) there are no Liens for Taxes upon the assets of Powertel or any Governmental Body Powertel Subsidiary except for Liens relating to current Taxes not yet due; (vii) all Taxes which Powertel or any Powertel Subsidiary is required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid or accrued on the books of Powertel or such Powertel Subsidiary; (viii) neither Powertel nor any Powertel Subsidiary has been a member of any group of corporations filing Tax Returns on a consolidated, combined, unitary or similar basis other than each such group of which it is currently a member; (ix) no deduction of any amount that would otherwise be deductible by Powertel or any of the Powertel Subsidiaries with respect to any taxable period periods ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will Effective Time could be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted disallowed under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None ; (x) neither Powertel nor any of the Acquired Corporations Powertel Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (a) in the two (2) years prior to the date of this Agreement or (b) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Reorganization; (xi) neither Powertel nor any of the Powertel Subsidiaries is a party "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code; (xii) none of Powertel, VoiceStream or any of their Subsidiaries will be obligated to make a payment, in connection with the transactions contemplated hereunder or otherwise, to any Contractemployee or former employee of, nor does it have or individual providing services to, Powertel or any obligations Powertel Subsidiary that would be a "parachute payment" to a "disqualified individual" as those terms are defined in Section 280G of the Code without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future; and (current xiii) none of Powertel, VoiceStream or contingent), any of their Subsidiaries will be obligated to compensate pay any person for excise taxes paid pursuant to or similar taxes imposed on any employee or former employee of, or individual providing services to, Powertel or any Powertel Subsidiary under Section 4999 of the Code. None of the Acquired Corporations is, Code or has ever been, any similar provisions as a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason result of the consummation of the transactions contemplated under this Agreementhereby, will have either alone or in connection with any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentevent.

Tax Matters. All (i) Except as set forth on the attached "Taxes Schedule": the Company and each Subsidiary have filed all Tax Returns which they are required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the file under applicable due date (including any extensions of laws and regulations; all such due date), Tax Returns are complete and (b) have been, or will be when filed, prepared correct in all material respects and have been prepared in compliance with all applicable Legal Requirements. All amounts laws and regulations in all material respects; the Company, each Subsidiary have paid in all material respects all Taxes due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authority all Taxes which they are required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third party; neither the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) nor any Subsidiary has waived any statute of limitations with respect to any notice Taxes or agreed to any extension of deficiency or similar document received by any Acquired Corporation time with respect to any material Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for Taxes other than liabilities in the ordinary course of business; the assessment of any additional Taxes for Taxes asserted under any such notice of deficiency or similar document periods for which are being contested in good faith Tax Returns have been filed by the Acquired Corporations Company and each Subsidiary shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person)Subsidiary, and no such extension or waiver information related to Tax matters has been requested by any foreign, federal, state or local taxing authority and no written notice indicating an intent to open an audit or other review has been received by the Company from any Acquired Corporation. No claim foreign, federal, state or Legal Proceeding is pending or, to local taxing authority; and there are no material unresolved questions or claims raised or made by any taxing authority concerning the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Subsidiary's Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentliability.

Tax Matters. All 4.11.1. Except as set forth on the attached "Taxes Schedule": the Company, each Subsidiary and each Affiliated Group have filed all Tax Returns which they are required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the file under applicable due date (including any extensions of laws and regulations; all such due date), Tax Returns are complete and (b) have been, or will be when filed, prepared correct in all material respects and have been prepared in compliance with all applicable Legal Requirements. All amounts laws and regulations in all material respects; the Company, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authority all Taxes which they are required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third party; neither the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestCompany, additions to tax and penalties thereon and related expenses) any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any notice Taxes or agreed to any extension of deficiency or similar document received by any Acquired Corporation time with respect to any material Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for Taxes other than liabilities in the ordinary course of business; the assessment of any additional Taxes for Taxes asserted under any such notice of deficiency or similar document periods for which are being contested in good faith Tax Returns have been filed by the Acquired Corporations Company, each Subsidiary and with respect each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to which adequate reserves for payment timing differences between book and Tax income); the federal income Tax Returns of the Company and its Subsidiaries have been established). There are no liens audited and closed for material Taxes upon any all tax years through 1998; to the best of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company, any Acquired Corporation in respect of Subsidiary or any material Tax. None of the Acquired Corporations Affiliated Group; no information related to Tax matters has entered into or become bound been requested by any agreement foreign, federal, state or consent pursuant local taxing authority; no written notice indicating an intent to Section 341(f) of open an audit or other review has been received by the Code. None of Company from any foreign, federal, state or local taxing authority; and there are no material unresolved questions or claims concerning the Acquired Corporations has beenCompany's, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code Subsidiary's or any comparable provision under state or foreign Affiliated Group Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentliability.

Tax Matters. All i. Except as set forth on the attached "TAXES SCHEDULE": the Company, each Subsidiary and each Affiliated Group have filed all Tax Returns which they are required to be filed by or on behalf of any of file under applicable laws and regulations except to the Acquired Corporations with any Governmental Body with respect extent that the failure to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) file would not have been or will be filed on or before the applicable due date (including any extensions of a Material Adverse Effect; all such due date), Tax Returns are complete and (b) have been, or will be when filed, prepared correct in all material respects and have been prepared in compliance with all applicable Legal Requirements. All amounts laws and regulations in all material respects; the Company, each Subsidiary and to the Company`s knowledge each Affiliated Group in all material respects have paid all Taxes due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authority all Taxes which they are required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third party; neither the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestCompany, additions to tax and penalties thereon and related expenses) any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any notice material Taxes or agreed to any extension of deficiency or similar document received by any Acquired Corporation time with respect to any material Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any material liability for Taxes other than liabilities in the ordinary course of business; the assessment of any additional Taxes for Taxes asserted under any such notice of deficiency or similar document periods for which are being contested in good faith Tax Returns have been filed by the Acquired Corporations Company, each Subsidiary and each Affiliated Group is not expected to exceed the recorded liability therefor on the Latest Balance Sheet in any material respect (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of the Company and its Subsidiaries have been audited and closed for all tax years through 1998; no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to which adequate reserves for payment have been established). There are the Company, any Subsidiary or any Affiliated Group, no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable information related to any of the Acquired Corporation Returns Tax matters has been granted requested by any foreign, federal, state or local taxing authority and is currently in effect (no written notice indicating an intent to open an audit or other review has been received by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim foreign, federal, state or Legal Proceeding is pending or, local taxing authority; and to the Company's knowledgeknowledge there are no material unresolved questions or claims concerning the Company's, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code Subsidiary's or any comparable provision under state or foreign Affiliated Group Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentliability.

Tax Matters. All Except as disclosed in Schedule E, GenSci and each GenSci Subsidiary has duly filed on a timely basis all Tax Returns required to be filed by or on behalf of any of it with the Acquired Corporations with any appropriate Governmental Body with respect to any taxable period ending on or before the Closing Date Entity (the "ACQUIRED CORPORATION RETURNS") (a) and all such Tax Returns are complete and correct and have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts laws and regulations), and has paid all Taxes (whether or not such Taxes are shown or required to be shown on a Tax Return so filed), including all instalments on account of Taxes for the Acquired Corporation Returns to be current year, which are due and payable on or before the Closing Date have date hereof; adequate provision has been made for all such amounts payable for the current period for which Tax Returns are not yet required to be filed; adequate provision has been made in the GenSci US Financial Statements for all such amounts accruing or otherwise expected or incurred to or by GenSci US Subsidiary for the period covered by the GenSci US Financial Statements; all such amounts accruing or otherwise expected or incurred (net of positive adjustments) to or by GenSci US Subsidiary for the period to the Effective Time (and not already reflected in the GenSci US Financial Statements) do not exceed $100,000 in the aggregate (and, in the case of payroll taxes incurred, up to $180,000, which payroll taxes will be paid on substantially remitted in the normal course of business to the Effective Time); there are no agreements, waivers or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities other arrangements providing for Taxes an extension of time with respect to all periods through the dates thereof in accordance with GAAP. There filing of any Tax Return by, or payment of any tax, governmental charge or deficiency by or against GenSci and each GenSci Subsidiary; to the best knowledge of GenSci there are no unsatisfied liabilities actions, suits, proceedings, investigations or claims commenced, threatened or contemplated against GenSci or any GenSci Subsidiary in respect of Taxes, or grounds for any material claim in respect thereof, or any matters under discussion with any Governmental Entity relating to Taxes (including liabilities asserted by any such Governmental Entity. The transactions contemplated under this Agreement and the Plan of Arrangement will not, at any time before or after the Effective Time, result in GenSci US Subsidiary having a material liability or material contingent or future liability for interest, additions to tax and penalties thereon and related expenses) with respect any amount or to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax Person (other than liabilities for Taxes asserted under an obligation to pay fair value to a Dissenting Shareholder as contemplated in this Agreement) including, without limitation, any such notice of deficiency liability or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension contingent or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation future liability in respect of any material Tax. None of the Acquired Corporations has entered into Taxes (unless such liability or become bound by any agreement contingent or consent pursuant to Section 341(ffuture liability would not exceed $100,000) of the Code. None of the Acquired Corporations has beenor otherwise, and none of the Acquired Corporations will beprovided, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws however, that GenSci US Subsidiary may have potential U.S. withholding liability on interest deemed paid on GenSci US Subsidiary Loans as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any and provided that GenSci US Subsidiary may recognize gain and incur Tax liability or obligation under any tax indemnity agreementsolely as a result of an election by IsoTis, tax sharing agreement, tax allocation agreement or similar Contract. None pursuant to Section 338 of the Acquired Corporations has made any distribution Code (a “338 Election”) to treat the acquisition of stock the GenSci US Subsidiary Shares as an acquisition of assets for United States federal income tax purposes and provided, additionally, that GenSci US Subsidiary may recognize gain, and incur Tax liability, upon the purchase by IsoTis of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) assets of GenSci US Subsidiary prior to or on the CodeEffective Date. None In addition, and without limiting the generality of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.this §3.2(u),

Tax Matters. Attached hereto as Exhibit 5 are complete and correct copies of the income tax returns of the Seller for the Seller's three fiscal years ended December 30, 1993, December 30, 1994, and December 30, 1995 (collectively, the "Returns"), as filed by the Seller with the Internal Revenue Service (the "IRS"). All Tax information reported on the Returns is true, accurate, and complete. The Seller is not a party to, and is not aware of, any pending or threatened action, suit, proceeding, or assessment against it for the collection of taxes by any Government or Governmental Agency. The Seller has duly and timely filed with all appropriate Governments and Governmental Agencies, all tax returns, information returns, and reports required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date Seller. Except for accruals for taxes payable (the "ACQUIRED CORPORATION RETURNSAccrued Taxes") as set forth in the Seller's Balance Sheet as of September 30, 1995 (a) the "Balance Sheet"), the Seller has paid in full all taxes, interest, penalties, assessments and deficiencies owed by the Seller to all taxing authorities. All taxes and other assessments and levies which the Seller is required by applicable Law to withhold or to collect have been duly withheld and collected and have been paid over to the proper Governments and Governmental agencies or will are properly held by the Seller for such payment. All claims by the IRS or any state taxing authorities for taxes due and payable by the Seller have been paid by the Seller. The provisions for the Accrued Taxes are adequate for the payment of all of the Seller's liabilities for unpaid taxes (whether or not disputed). All federal income tax returns required to be filed on by the Seller have either been examined by the IRS, or before the applicable due date (including period during which any extensions of such due date)assessments may be made by the IRS has expired without waiver or extension for all years through the Seller's fiscal year ended September 30, 1995, and (b) have been, any deficiencies or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on assessments claimed or before the Closing Date made have been paid, settled or will be paid on or before fully provided for in the Closing DateFinancial Statements. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes Seller has not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or filed a consent pursuant to Section 341(f) of the CodeInternal Revenue Code of 1986, as amended. None of the Acquired Corporations has beenThe Seller is not a party to, and none of the Acquired Corporations will beis not aware of, required to include any adjustment in taxable income for any tax period (pending or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurringthreatened action, suit, proceeding, or accounting methods employed, prior to assessment against it for the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor collection of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement Government or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentGovernmental Agency.

Tax Matters. All Tax Returns required to be filed by or on behalf of any of prior to the Acquired Corporations with any Governmental Body date hereof with respect to NEC or any taxable period ending on of its income, properties, franchises or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) operations have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when timely filed, each such Tax Return has been prepared in compliance in all material respects in compliance with all applicable Legal Requirementslaws and regulations, and all such Tax Returns are true and accurate in all material respects. All amounts shown Taxes due and payable by or with respect to NEC have been paid, and all Taxes which have been incurred by NEC but which are not yet due are accrued on the Acquired Corporation Returns Current Balance Sheet, subject to be due on customary year end adjustments and accruals for current year Taxes. Without limiting the foregoing: (i) with respect to each taxable period of NEC, either such taxable period has been audited by the relevant taxing authority or before the Closing Date have been time for assessing or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for collecting Taxes with respect to all periods through 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 NEC; (iii) NEC has not consented to extend the dates thereof time in accordance with GAAP. There are which any Taxes may be assessed or collected by any taxing authority; (iv) NEC has not requested or been granted an extension of the time for filing any Tax Return to a date later than the Merger Document Execution Date; (v) there is no unsatisfied liabilities action, suit, taxing authority proceeding, or audit or claim for material Taxes (including liabilities for interestrefund now in progress, additions pending or, to tax and penalties thereon and related expenses) the knowledge of NEC, threatened against or with respect to NEC regarding Taxes; (vi) NEC has not made an election or filed a consent under Section 341(f) of the Code (or any notice corresponding provision of deficiency state, local or similar document received by any Acquired Corporation with respect foreign law) on or prior to any material Tax the Merger Closing Date; (vii) there are no Liens for Taxes (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension payable and delinquent) upon the assets of NEC; (viii) NEC will not be required (A) as result of a change in method of accounting for a taxable period ending on or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, prior to the Company's knowledgeMerger Closing Date, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required 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 tax taxable period (or portion thereof) pursuant to Section 481 beginning after the Merger Closing Date or 263A of the Code or any comparable provision under state or foreign Tax laws (B) as a result of transactions or events occurringany "closing agreement", or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any as described in Section 7121 of the Acquired Corporations thatCode (or any corresponding provision of state, considered individually local or considered collectively with foreign law), to include any other such Contracts, will, item of income or could reasonably be expected to, give rise directly exclude any item of deduction from any taxable period (or indirectly to portion thereof) beginning after the payment Merger Closing Date; (ix) NEC has not been a member of any amount that would not be deductible pursuant to an affiliated group (as defined in Section 280G or Section 162(m) 1504 of the Code. None of the Acquired Corporations ) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) NEC is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, not a party to or bound by any tax indemnity agreement, allocation or tax sharing agreement, tax allocation agreement or similar Contract and none has any current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) there are no material additional Taxes owed by NEC for any period for which Tax Returns have been filed in excess of the Acquired Corporations amounts shown as due and payable thereon; (xii) NEC has ornot made any payments, by reason and will not become obligated (under any contract entered into on or before the Merger Document Execution Date) to make any payments, that will be non-deductible under Section 280G of the consummation Code (or any corresponding provision of state, local or foreign law); (xiii) the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any Shareholders are not a "CONTROLLED CORPORATIONforeign person" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 1445 of the Code; (xiv) no claim has ever been made by a taxing authority in a jurisdiction where NEC does not file Tax Returns that NEC is or may be subject to Taxes assessed by such jurisdiction; (xv) NEC 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 NEC for the past three years have been furnished or made available to DataMEG; (xvii) NEC will not be subject to any Taxes for the period ending at the Merger Document Execution Date or for any period for which a Tax Return has not been filed and imposed pursuant to Section 1374 or Section 1375 of the Code (or any corresponding provision of state, local or foreign law); (xviii) no State sales or use tax, State non-recurring intangibles tax, State documentary stamp tax or other than an affiliated group State excise tax (or comparable tax imposed by NEC's State of which incorporation or State where NEC operates) will be payable by any of the Company is DataMEG Companies merely by virtue of the common parenttransactions contemplated in this Agreement; (xix) no interest or penalties relating to Taxes arising as a result of activities during periods ending on or before Merger Closing Date have been or will be incurred by NEC or its successors; and (xx) NEC has withheld all Taxes required to be withheld by it in connection with payments to any persons and remitted such Taxes to the appropriate governmental authorities on a timely basis in accordance with all applicable laws.

Tax Matters. All Tax Returns required Neither Acquiror nor, to be filed by the knowledge of Acquiror, any of its affiliates has taken or on behalf agreed to take any action that would, nor does Acquiror have any knowledge of any fact or circumstance that is reasonably likely to, prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Acquired Corporations Code. Acquiror has paid, or made provision in accordance with generally accepted accounting principles on its balance sheet at December 31, 1997 included in the Acquiror 10-K, for all federal, state, local, foreign or other governmental income, franchise, payroll, F.I.C.A., unemployment, withholding, real property, personal property, sales, payroll, disability and all other taxes imposed on Acquiror or any Governmental Body Acquiror Subsidiary or with respect to any of their respective properties, or otherwise payable by them, including interest and penalties, if any, in respect thereof (collectively, "Acquiror Taxes"), for the Acquiror taxable period ending ended December 31, 1997 and all fiscal periods of Acquiror prior thereto, except such nonpayment, or failure to make provision, which, individually or in the aggregate, would not have a Material Adverse Effect on or before Acquiror. Acquiror Taxes paid and/or incurred from December 31, 1997 until the Closing Date shall include only Acquiror Taxes incurred in the ordinary course of business. Acquiror and each of the Acquiror Subsidiaries have timely filed all returns, reports and certifications related to Acquiror Taxes which Acquiror and/or such Acquiror Subsidiary (as the case may be) are required to file ("ACQUIRED CORPORATION RETURNSAcquiror Tax Returns") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, paid or will be when filed, prepared in provided for all material respects in compliance with all applicable Legal Requirements. All the amounts shown on the Acquired Corporation Returns to be due thereon, except where such failure to make such timely filings, individually or in the aggregate, would not have a Material Adverse Effect on Acquiror, and except for the nonpayment of such amounts which, individually or before in the Closing Date aggregate, would not have been a Material Adverse Effect on Acquiror. Neither Acquiror nor any Acquiror Subsidiary (i) has filed or will be paid on entered into, or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes is otherwise bound by, any currently effective election, consent or extension agreement that extends any applicable statute of limitations with respect to all taxable periods through of Acquiror, (ii) is a party to any contractual obligation requiring the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) indemnification or reimbursement of any person with respect to the payment of any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (Acquiror Taxes, other than liabilities among Acquiror and the Acquiror Subsidiaries, or (iii) has received any claim by an authority in a jurisdiction where neither Acquiror nor any Acquiror Subsidiary files Acquiror Tax Returns that they are or may be subject to Acquiror Taxes by that jurisdiction, except for Taxes asserted under any such notice of deficiency claims as, individually or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment aggregate, would not have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payablea Material Adverse Effect on Acquiror. No extension action or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding proceeding is pending or, to the CompanyAcquiror's knowledge, threatened orally to any Acquiror officer or in writing by any governmental authority for any audit, examination, deficiency, assessment or collection from Acquiror or any Acquiror Subsidiary of any Acquiror Taxes, no unresolved claim for any deficiency, assessment or collection of any Acquiror Taxes has been threatened asserted against Acquiror or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has beenAcquiror Subsidiary, and none all resolved assessments of Acquiror Taxes have been paid or are reflected on the Acquired Corporations will beAcquiror balance sheet at December 31, required to include any adjustment 1997 included in taxable income the Acquiror 10-K, except for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations thatforegoing which, considered individually or considered collectively with any other such Contractsin the aggregate, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is have a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentMaterial Adverse Effect on Acquiror.

Tax Matters. All The Company and each subsidiary has filed all Tax Returns which it is required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have file under applicable laws; all such Tax Returns are true and accurate and has been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authorities all Taxes which it is required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual charges, accruals and contingent liabilities reserves for Taxes with respect to all periods through the dates thereof Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in accordance with GAAPa jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no unsatisfied liabilities for material Taxes (including liabilities for interestforeign, additions to federal, state or local tax and penalties thereon and related expenses) audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any notice of deficiency or similar document received subsidiary; no information related to Tax matters has been requested by any Acquired Corporation with respect foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to any material Tax (open an audit or other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns review has been granted and is currently in effect (received by the Company or any other Person), and no such extension or waiver has been requested subsidiary from any Acquired Corporationforeign, federal, state or local taxing authority. No claim There are no material unresolved questions or Legal Proceeding is pending or, to claims concerning the Company's knowledge, Tax liability. The Company (A) has been threatened against not executed or with respect entered into a closing agreement pursuant to any Acquired Corporation in respect of any material Taxss. None 7121 of the Acquired Corporations Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; or (B) has entered into not agreed to or become bound by is required to make any agreement or consent adjustments pursuant to Section ss. 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of ss. 897(c)(2) of the Internal Revenue Code during the applicable period specified in ss. 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election underss. 341(f) of the Internal Revenue Code. None The Company is not liable for the Taxes of another person that is not a subsidiary of the Acquired Corporations has beenCompany under (A) Treas. Reg. ss. 1.1502-6 (or comparable provisions of state, and none of the Acquired Corporations will belocal or foreign law), required (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to include any adjustment in taxable income for any tax period (sharing agreement. The Company has not made any payments, is obligated to make payments or portion thereof) pursuant is a party to Section 481 or 263A of the Code or an agreement that could obligate it to make any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount payments that would not be deductible pursuant to Section under ss. 280G or Section 162(m) of the Internal Revenue Code. None For purposes of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to this Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.4.14:

Tax Matters. All Each of Target and its Subsidiaries and any consolidated, combined, unitary or aggregate group for Tax purposes of which Target or any Subsidiary of Target is or has been a member has timely filed all Tax Returns required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect it (after giving effect to any taxable period ending extension properly granted by a Tax Authority having authority to do so) and has timely paid (or Target has timely paid on its behalf) all Taxes required to be paid by it (whether or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed not shown on or before the applicable due date (including any extensions of such due dateTax Returns), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for except Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which that are being contested in good faith by appropriate proceedings and for which Target or the Acquired Corporations and with respect to which applicable Subsidiary of Target have set aside adequate reserves on the Target Balance Sheet. Each such Tax Return is complete and accurate in all material respects. The Target Balance Sheet reflects an adequate reserve for payment have been established). There are no liens for all material Taxes upon payable by Target and its Subsidiaries for all taxable periods and portions thereof through the date of such balance sheet. Neither Target nor any of its Subsidiaries has incurred any material liability for Taxes other than in the assets ordinary course of any of the Acquired Corporations except liens for current Taxes not yet due and payablebusiness. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns event has been granted and is currently in effect (by the Company or any other Person)occurred, and no condition or circumstance exists, which would present a risk that any material Tax described in the preceding sentence will be imposed upon Target or any Subsidiary of Target. No material deficiencies for any Taxes have been proposed, asserted or assessed against Target or any Subsidiary of Target, and no requests for waivers of the time to assess any such extension Taxes are pending and no extensions of time to assess any such Taxes are in effect and no Tax Returns of Target or waiver any of its Subsidiaries are currently being audited by any applicable Tax Authority or are threatened with any such audit. All material Taxes required to be withheld, collected and paid over to any Tax Authority by Target and any Subsidiary of Target have been timely withheld, collected and paid over to the proper Tax Authority. No Tax Authority has imposed an Encumbrance against Target or any of its Subsidiaries or any of their respective properties for any Taxes payable pending actions or proceedings by any Tax Authority for assessment or collection of any Tax. No written claim has been requested from made by a Tax Authority in a jurisdiction where Target or any Acquired CorporationSubsidiary of Target does not file Tax Returns that it is or may be subject to taxation by the jurisdiction. No claim or Legal Proceeding Neither Target nor any Subsidiary of Target is pending orparty to, to the Company's knowledge, nor has been threatened against or any liability under (including liability with respect to any Acquired Corporation in predecessor entity), any indemnification, allocation or sharing agreement with respect to Taxes. No shareholder of any material Tax. None Target, acting alone or as part of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has beena group, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurringcurrently owns, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has owned at any time been a member of an affiliated group within in the meaning of Section 1504 last five years, 25% or more of the Code, other than an affiliated group issued shares of which the Company is the common parentany class of capital stock of Target.

Tax Matters. All Tax Returns required to The Designated Employee will be filed liable for and will pay all Designated Employee’s tax liability by or on behalf 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 Perspecta, if all or any portion of the Acquired Corporations 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 Perspecta or any Governmental Body other source, would constitute an “excess parachute payment” within the meaning of Section 280G of Code, Perspecta 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 total amount payable to the Designated Employee under the Plan, plus (ii) all other payments and benefits which the Designated Employee receives or is then entitled to receive from Perspecta 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 Section 280G of the Code, less (iii) the amount of federal income taxes payable with respect to any taxable period ending on or before the Closing Date foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to the Designated Employee (based upon the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before rate in effect for such year as set forth in the applicable due date (including any extensions Code at the time of such due datethe payment under the Plan), and less (biv) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes amount of excise taxes imposed with respect to all periods through the dates thereof payments and benefits described in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax i) and penalties thereon and related expenses(ii) with respect to any notice of deficiency or similar document received above by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None “Net after-tax benefit after such reduction” for these purposes shall mean the sum of (i) (A) the Acquired Corporations istotal amount payable to the Designated Employee under the Plan, plus (B) all other payments and benefits which the Designated Employee receives or has ever beenis then entitled to receive from Perspecta or otherwise that, alone or in combination with the payments and benefits payable under the Plan, would constitute a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group “parachute payment” within the meaning of Section 1504 280G of the Code, other than an affiliated group in the case of each of (A) and (B) as reduced by the minimum amount such that none of the payments or benefits described in (A) or (B) would be subject to excise taxes imposed by Section 4999 of the Code, less (ii) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the Company is foregoing shall be paid to the common parentDesignated Employee (based upon the rate in effect for such year as set forth in the Code at the time of the 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 Perspecta’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 are serving as accountant or auditor for the individual, entity or group effecting the Change of 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 this Section 5 shall be paid by Perspecta.

Tax Matters. All Except as disclosed on Schedule 2.16, all Tax Returns required to be filed by He-Ro and any Subsidiary (or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS"predecessors) (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or shall be timely filed or He-Ro has or will have obtained a valid extension for any such filing, and all Taxes which are due have been or shall be paid paid. All Taxes of He-Ro and any Subsidiary attributable to periods ending on or before the Closing DateDate which are not yet due have been adequately provided for. The Company Financial Statements fully accrue all actual As of the time of filing, the Tax Returns correctly reflected (and, as to any Tax Returns not filed as of the date thereof will correctly reflect) the facts regarding the income, business, assets, operations, activities and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPstatus of He-Ro and its Subsidiaries. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes Liens upon any of the assets of He-Ro or any of the Acquired Corporations Subsidiary except liens for Liens for current Taxes not yet due and payable. No extension All amounts required to be withheld by He-Ro or waiver any Subsidiary from employees for income Taxes, social security and other payroll Taxes have been collected and withheld, and either paid to the respective Governmental Bodies (as defined below), set aside in accounts for such purpose, or have been or will be accrued, reserved against and entered upon the books and records of He-Ro or any Subsidiary. All Taxes which are due and payable by He-Ro or any Subsidiary under any He-Ro Lease for the period prior to and including the Closing Date have been or shall be paid prior to Closing. Except for sales Taxes which result from the consummation of the limitation period applicable to any of the Acquired Corporation Returns Contemplated Transactions, if any, He-Ro and each Subsidiary has been granted collected and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, remitted to the Company's knowledge, has been threatened against appropriate Tax Authority all sales and use or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, similar Taxes required to include any adjustment in taxable income for any tax period (have been collected on or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the ClosingClosing Date and have been furnished properly completed exemption certificates for all exempt transactions. There is no agreementHe-Ro has maintained and has in its possession all records, plan, arrangement supporting documents and exemption certificates required by applicable sales Tax statutes and regulations to be retained in connection with the collection and remittance of sales and use Taxes for all periods up to and including the Closing Date. Neither He-Ro nor any Subsidiary (or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(mpredecessors) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party received any notice with respect to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.any

Tax Matters. All Tax Returns Seller, ODM and OTC have heretofore delivered to Purchaser true, complete and correct copies of the Federal, state and local tax returns filed by Seller for the year ended February 28, 1997, and in the case of ODM, all returns or statements required by the Mexican Federal, state and local governmental authorities, for the two (2) taxable years of ODM ended December 31, 1995 and 1996, any statement of audit adjustments applicable thereto and all Federal, state and local returns (and the Mexican equivalent thereof) of estimated taxes filed during 1996 and 1997. Seller and ODM have duly and timely filed all federal, state, local and other tax and information returns (and the Mexican equivalent thereof) required to be filed by with regard to any income, sales, use, gross receipts, property, employment and other taxes, charges, levies or other assessments related to the Business, the Acquired Assets and/or ODM's assets, and have duly paid in full or made adequate provision for all taxes and other charges shown as due on behalf such returns or which otherwise have been accrued or have become due prior to the date hereof whether or not shown on any such return. Neither Seller nor ODM have received any written notice of any of claim or claims for additional taxes which are claimed to be due from it by any Federal, state or local taxing authority in the Acquired Corporations United States or Mexico, or foreign taxing authorities in connection with any Governmental Body such reports or returns or with respect to the organization or operation of Seller's or ODM's business. Seller has not filed any taxable period ending on "S" Corporation or before other consents or elections under the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)Code, and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested consents and elections, if any, reflected in good faith by the Acquired Corporations tax reports and with respect returns furnished to which adequate reserves for payment have been established)Purchaser. There are no liens for material Taxes Federal, state or local taxes in the United States or Mexico, or foreign taxes, assessments or government charges or levies upon any of either Seller's or ODM's properties or assets. There are no outstanding agreements or waivers extending the assets statutory period of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any income tax or other return of Seller or ODM for any period and there are not, nor have there been, any audits of Seller or ODM by any Federal, state or local governmental tax authority in the Acquired Corporation Returns United States or Mexico and no notice of any audit has been granted and is currently in effect (received by the Company either Seller or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentODM.

Tax Matters. All Tax Returns RQ has at all times since inception qualified and presently qualifies as an entity taxable as a "C" corporation as defined in Section 1361 of the Code. RQ has filed all federal, state, local and foreign tax returns required to be filed by it through the date hereof, and has paid or caused to be paid all federal, state, local, foreign and other taxes, including without limitation income taxes, estimated taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll-related taxes, withholding taxes, stamp taxes, transfer taxes and property taxes, whether or not measured in whole or in part by net income (collectively, "TAXES"), required to be paid by RQ through the date hereof whether disputed or not, except Taxes which have not yet accrued or otherwise become due, for which adequate provision has been made in the pertinent financial statements referred to in Section 2.10 above or which the failure to pay would not have a Material Adverse Effect on behalf RQ. The provisions for Taxes on the Most Recent Balance Sheet are sufficient as of its date for the payment of all accrued and unpaid Taxes of any nature of the Acquired Corporations with RQ, and any Governmental Body with respect applicable Taxes owing by RQ to any taxable period ending on jurisdiction, whether or before not assessed or disputed. All Taxes and other assessments and levies which RQ is required to withhold or collect have been withheld and collected and have been paid over to the Closing Date proper governmental authorities. Neither the Internal Revenue Service (the "ACQUIRED CORPORATION RETURNSIRS") (a) have been nor any other governmental authority is now asserting or will be filed on threatening to assert against RQ any deficiency or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities claim for Taxes with respect to all periods through the dates thereof in accordance with GAAPadditional Taxes. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to has not been any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets audit of any of the Acquired Corporations except liens for current Taxes not yet due and payabletax return filed by RQ. No waiver or agreement by RQ is in force for the extension of time for the assessment or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant Taxes. At all times prior to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any ContractClosing, nor does it RQ and NAI have any obligations (current or contingent), to compensate any person been consolidated for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any federal tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentpurposes.

Tax Matters. All Dynacs and each of its Subsidiaries each (i) has prepared and duly and timely filed all Tax Returns required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect (subject to any taxable period ending on or before extensions applicable to the Closing Date (Tax Return) and all of these Tax Returns accurately reflect the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions Tax liability of such due date), Dynacs and (b) have been, or will be when filed, prepared its Subsidiaries in all material respects in compliance with for the periods to which they relate, (ii) has paid all applicable Legal Requirements. All amounts Taxes shown on the Acquired Corporation Returns to be due and payable on these Tax Returns or before which have become due and payable pursuant to any assessment, deficiency notice, 30-day letter, or other notice received by it, and (iii) has properly accrued all Taxes for the Closing Date periods subsequent to the periods covered by the Tax Returns, except for any Taxes which would not have a material adverse effect on the Condition of Dynacs. Neither Dynacs' nor any Subsidiary's Tax Returns have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received examined by any Acquired Corporation appropriate taxing authority. Neither Dynacs nor any Subsidiary of Dynacs has executed or filed with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company IRS or any other Person), and no such extension taxing authority any agreement now in effect extending the period for assessment or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect collection of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering Taxes. Neither Dynacs nor any employee or independent contractor or former employee or independent contractor Subsidiary of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations Dynacs is a party to any Contractpending action or proceeding by any Governmental Body for assessment or collection of Taxes, nor does it and to the knowledge of Dynacs, no claim for assessment or collection of Taxes has been asserted against Dynacs or any of its Subsidiaries. Dynacs has made available to Cerulean and the Member Representative true and correct copies of all Tax Returns with respect to all of the tax years filed by Dynacs or any Subsidiary of Dynacs within the last three years and all communications relating to these Tax Returns. All Taxes which Dynacs and any Subsidiary of Dynacs are required to withhold or collect, including without limitation, sales and use taxes, have any obligations (current been duly withheld or contingent)collected and, to compensate any person for excise taxes the extent required, have been paid pursuant over to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentproper Governmental Body.

Tax Matters. All Tax Returns required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) Except as set forth on Schedule 2.23(a), NRC and the NRC Subsidiaries in a timely manner (including extensions) have been or filed and will file all returns and other reports required to be filed on or before the applicable due date (including any extensions of Effective Time by them under all federal, state, local and foreign tax laws to which they are subject. All such due date)returns and reports are true, correct and (b) have been, or will be when filed, prepared complete in all material respects and accurately set forth all items to the extent required to be reflected or included in compliance with such returns by applicable federal, state, local or foreign tax laws, regulations or rules. NRC and the NRC Subsidiaries have paid in full or set up an adequate reserve in respect of all applicable Legal Requirementstaxes for the periods covered by such returns, as well as all other taxes, penalties, interest, fines, deficiencies, assessments and governmental charges that have become due or payable, including without limitation all taxes that NRC or any of the Subsidiaries is obligated to withhold from amounts paid or payable to or benefits conferred upon employees, creditors and third parties. All amounts shown Neither NRC nor any NRC Subsidiary has any tax liability for which an adequate tax reserve has not been established on the Acquired Corporation Returns to be due Balance Sheet, whether or not disputed, including any interest and penalty in connection therewith, for all periods ending on or before prior to the Closing Date have been or will be paid on or before date of the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPBalance Sheet. There are no unsatisfied liabilities representations or warranties being made with respect to: (i) the availability of net operating loss carry forwards for material Taxes income tax purposes or other carry forwards which may apply for taxable periods after the Effective Time; or (including liabilities ii) the income tax basis for interest, additions to tax and penalties thereon and related expenses) with any assets of NRC or any NRC Subsidiary. With respect to any notice of deficiency periods for which tax returns have not yet been required to be filed or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which taxes are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver , NRC has only incurred liability for taxes in the ordinary course of its business and in the limitation period applicable to any of the Acquired Corporation Returns has been granted manner and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or at a level consistent with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentyears.

Tax Matters. All Tax Returns (1) Each of Parent and Seller has duly filed all federal, foreign, state and local tax information and tax returns of any and every nature and description with respect to the Business (the "Returns") and required to be filed by it (all such returns being accurate and complete in all respects) and has duly paid or on behalf made provision for the payment of all taxes and other governmental charges (including without limitation any of the Acquired Corporations with any Governmental Body with respect interest, penalty or additions to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS"tax thereto) (a) which have been incurred or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts are shown on the Acquired Corporation Returns to be due on said Returns or before the Closing Date have been are claimed in writing to be due from or will be paid imposed on Seller or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes Parent or their respective properties, assets, income, franchises, leases, licenses, sales or use with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received Business by any Acquired Corporation with respect federal, state, local or foreign taxing authorities (collectively, the "Taxes") on or prior to any material Tax (the date hereof, other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith and by appropriate proceedings and as to which each of Parent and Seller has set aside on its books adequate reserves or which may be attributable to the Acquired Corporations and transactions contemplated hereby. The amounts recorded as reserves for Taxes on a gross or net basis on the Latest Balance Sheet are sufficient in the aggregate for payment by Seller of all unpaid Taxes (including any interest or penalties thereon) for the period ended as of the date of the Latest Balance Sheet or for any year or period prior thereto. Neither the IRS nor any state, local or foreign taxing authority has ever examined any income tax return of Parent or Seller with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension Business, whether singly or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group group, except as otherwise specifically disclosed on the "Tax Matters Schedule" attached hereto as Schedule 3.11, which sets forth the date or dates since December 31, 1991, through which any foreign, state, local or other taxing authority has examined or is in the process of examining any foreign, state, local or other returns with respect to the Business of Parent or Seller. Except as set forth on the "Tax Matters Schedule", neither the IRS nor any foreign, state, local or other taxing authority is in the process of examining any federal, foreign, state, local or other tax return of Parent or Seller. There are no disputes pending, or claims asserted, for Taxes upon Parent or Seller. Neither Parent nor Seller has been required to give any currently effective waivers extending the statutory period of limitation applicable to any foreign, federal, state or local return or for any period or agreed to an extension of time with respect to a Tax assessment or deficiency. Neither Parent nor Seller has in effect any power of attorney or authorization to anyone to represent it with respect to any Taxes. No claim has ever been made by an authority in a jurisdiction where Parent or Seller does not file Returns that Parent or Seller is or may be subject to taxation by that jurisdiction. Neither Parent nor Seller has filed any consolidated federal income tax return with an "affiliated group" (within the meaning of Section 1504 of the Code), other than an affiliated group of which the Company is where Seller was not the common parentparent of the group. Neither Parent nor Seller is or has been, a party to any tax allocation agreement or arrangement pursuant to which it has any contingent or outstanding liability to anyone. Neither Parent nor Seller has any liability for Taxes as a transferee of, or successor to, any other person. Neither Parent nor Seller has filed a consent under Section 341(f) of the Code. Parent and Seller have provided to Purchaser or its representatives complete and correct copies of its federal, state and local income tax returns filed on or prior to the date hereof and all examination reports, if any, relating to the audit of such returns by the IRS or other tax authority for each taxable year beginning on or after January 1, 1993. Except as disclosed in Schedule 3.11, there exists no proposed assessment against Parent or Seller or notice, whether formal or informal, of any deficiency or claim for additional Tax (including, without limitation, interest, additions to tax or penalties).

Tax Matters. All Except with respect to the 1996 tax returns of the LeHill Companies, all Tax Returns required to be filed by or on behalf of any of prior to the Acquired Corporations with any Governmental Body date hereof with respect to the LeHill Companies or any taxable period ending on of their income, properties, franchises or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) operations have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when timely filed, each such Tax Return has been prepared in all material respects in compliance with all applicable Legal Requirementslaws and regulations, and all such Tax Returns are true and accurate in all respects. All amounts shown Taxes due and payable by or with respect to each of the LeHill Companies have been paid and are accrued on the Acquired Corporation Returns to be due on or before the Closing Date have been Current Balance Sheets or will be paid accrued on the LeHill Companies' respective books and records as of the Closing. Further, (i) all taxable periods of each of the LeHill Companies are open; (ii) no deficiency or before 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 Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities LeHill Companies; (iii) none of the LeHill Companies has consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) except for Taxes with respect its 1996 tax returns, none of the LeHill Companies has requested or been granted an extension of the time for filing any Tax Return to all periods through a date later than the dates thereof Effective Time; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestprogress, additions to tax and penalties thereon and related expenses) pending or threatened against or with respect to any notice of deficiency the LeHill Companies regarding Taxes; (vi) none of the LeHill Companies has made an election or similar document received by filed a consent under Section 341(f) of the Code (or any Acquired Corporation with respect corresponding provision of state, local or foreign law) on or prior to any material Tax the Effective Time; (vii) there are no Liens for Taxes (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver ) upon the assets of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect LeHill Companies; (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(fviii) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations LeHill Companies will bebe required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Effective Date, required 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 tax taxable period (or portion thereof) pursuant to Section 481 beginning after the Effective Time or 263A of the Code or any comparable provision under state or foreign Tax laws (B) as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any "closing agreement,"as described in Section 7121 of the Acquired Corporations thatCode (or any corresponding provision of state, considered individually local or considered collectively with foreign law), to include any other such Contracts, will, item of income or could reasonably be expected to, give rise directly exclude any item of deduction from any taxable period (or indirectly to portion thereof) beginning after the payment Effective Time; (ix) none of any amount that would not be deductible pursuant to the LeHill Companies has been a member of an affiliated group (as defined in Section 280G or Section 162(m) 1504 of the Code. None ) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) except as provided in their respective partnership agreements, none of the Acquired Corporations LeHill Companies is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, allocation or tax sharing agreement, tax allocation agreement or similar Contract and has any 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 any of the LeHill Companies for any period for which Tax Returns have been filed; (xii) none of the Acquired Corporations LeHill Companies has ormade any payments, by reason and will not become obligated (under any contract entered into on or before the Effective Date) to make any payments, that will be non-deductible under Section 280G of the consummation Code (or any corresponding provision of state, local or foreign law); (xiii) no claim has ever been made by a taxing authority in a jurisdiction where any of the transactions contemplated under this AgreementLeHill Companies does not file Tax Returns that such LeHill Company is or may be subject to Taxes assessed by such jurisdiction; and (xiv) none of the LeHill 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; (xv) true, correct and complete copies of all income and sales Tax Returns filed by or with respect to each of the LeHill Companies for the past two years (it being acknowledged these are the only years for which filings have been required), will have any liability furnished or obligation under any tax indemnity agreementmade available to the Panther Companies, tax sharing agreement, tax allocation agreement or similar Contract. None and (xvi) none of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.LeHill Companies will be subject

Tax Matters. All (a) Except as disclosed on Schedule 4.9 of the Bear State Disclosure Schedule, each of Bear State and the Bank has timely filed all Tax Returns required to be filed by or on behalf of any of it through the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)hereof, and (b) have beenall such Tax Returns are true, or will be when filed, prepared complete and accurate in all material respects in compliance with respects. Bear State and the Bank have timely paid and discharged all applicable Legal Requirements. All amounts Taxes shown on the Acquired Corporation Returns to be due on such returns and have timely paid all other Taxes as are due or before the Closing Date have been or will be paid on or before accruable through the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes , except (including liabilities for interest, additions to tax and penalties thereon and related expensesi) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which as are being contested in good faith by the Acquired Corporations appropriate proceedings and with respect to which Bear State and the Bank are maintaining reserves adequate reserves for payment have their payment, or (ii) Taxes which are accruable through the Closing Date and which are properly shown on the books of Bear State and the Bank, as applicable, as a liability (or for which an adequate reserve has been established)) immediately prior to the Closing. The liability for Taxes set forth on each Tax Return adequately reflects the Taxes required to be reflected on such Tax Return. As of the date hereof, neither the Internal Revenue Service nor any other Governmental Entity or taxing authority or agency is now asserting, either through audits, administrative proceedings, court proceedings or otherwise, or, to the Knowledge of Bear State, threatening to assert against Bear State or the Bank, any deficiency or claim for additional Taxes. Each of Bear State and the Bank has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or any similar provisions under any state or local Laws of withholding with respect to employee wages) and has, within the time and manner prescribed by Law, withheld and paid to the proper Governmental Entity all amounts required to be withheld and paid under all applicable Laws. Except as disclosed on Schedule 4.9 of the Bear State Disclosure Schedule, no federal, state, local or foreign audit or other administrative proceeding or court proceeding (each, an “Audit”) currently exists or has been initiated and remains open with regard to any Taxes or Tax Returns of Bear State or the Bank, and neither Bear State nor the Bank has received any notice that such an Audit is pending or threatened with respect to Bear State or the Bank or any Tax Return required to be filed by or with respect to Bear State or the Bank. Neither Bear State nor the Bank has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. Except as disclosed on Schedule 4.9 of the Bear State Disclosure Schedule, neither Bear State nor the Bank (A) is a party to, bound by or has any obligation under, any tax sharing agreement, tax indemnification agreement or similar contract or arrangement; or (B) has made any payments, or is a party to any agreement that under any circumstance could obligate it to make payments based upon the consummation of the transactions contemplated hereby, constituting a change of the nature described in Section 280G of the Code, that are or will not be deductible because of Section 280G of the Code. There are no liens for material Taxes upon on any assets (excluding property acquired through foreclosure or in lieu thereof by the Bank) of Bear State or the assets of any of the Acquired Corporations except Bank other than liens for current Taxes which are not yet due and payable. No extension or waiver Except as disclosed on Schedule 4.9 of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person)Bear State Disclosure Schedule, and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, been made by an authority in a party jurisdiction where Bear State or the Bank does not file Tax Returns that Bear State or the Bank is or may be subject to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of taxation in that jurisdiction. Neither Bear State nor the Acquired Corporations Bank (Y) has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, Affiliated Group filing a consolidated federal income Tax Return (other than an affiliated group a group, the common parent of which is Bear State) or (Z) has any liability for the Company is Taxes of any Person (other than Bear State or the common parentBank) under Treas. Reg. Section 1.1502-6, as a transferee or successor, by contract or otherwise.

Tax Matters. All Tax Returns The Purchaser has filed all federal, state and local tax returns and all information returns and reports required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to it under the laws of the United States or any taxable period state or other jurisdiction for all periods ending on or before prior to the date hereof and will timely file all such returns and reports required to be filed from the date hereof through the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been Date. All such reports and returns were or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects accurately prepared in compliance accordance with all applicable Legal Requirementsstatutes, rules and regulations and are or will be correct as filed. All amounts shown The Purchaser has paid all taxes (including, without limitation, taxes for which the Purchaser is a collection agent - e.g., withholding, excise, sales, use, Social Security and similar taxes) which have become due or payable (and will pay on or prior to the Acquired Corporation Returns Closing Date all taxes which have become due or payable on or prior to be due on the Closing Date). The Purchaser is not a party to or has not been notified that it is the subject of any pending, proposed or threatened action, investigation, proceeding, claim or assessment by or before the Closing Date Internal Revenue Service or any other governmental authority, and no claim for assessment, deficiency or collection of taxes, or proposed assessment, deficiency or collection, for which the Purchaser may be liable, and which is material to the Purchaser, has been asserted or threatened against it. The Purchaser has not received any notice of any material deficiency, assessment or collection or proposed deficiency, assessment or collection from the Internal Revenue Service or any other governmental authority which has not been satisfied, nor does the Purchaser have been or any reason to believe that any such notice will be paid on or before received in the Closing Datefuture. The Company Financial Statements fully accrue charges, accruals and reserves shown in the said Purchaser's financial statements in respect of taxes for all actual and contingent liabilities for Taxes with respect fiscal periods to all periods through the dates thereof in accordance with GAAPdate are, adequate. There are no unsatisfied liabilities material unpaid assessments or proposals for material Taxes (including liabilities additional taxes for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which Purchaser does not have adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contractreserves, nor does it have the Purchaser know of any obligations (current or contingent), to compensate basis therefor for any person for excise taxes paid pursuant to Section 4999 such period. To the best knowledge of the Code. None management of the Acquired Corporations isPurchaser there are no tax rulings, requests for rulings or has ever been, a party closing agreements relating to or bound by the Purchaser which could affect its liability for taxes for any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentperiod.

Tax Matters. All Except as set forth in Schedule 5.12: (a) all Tax Returns required to be filed by the Company or any of its Subsidiaries on behalf or prior to the Closing Date have been, or will be, duly and timely filed; (b) such Tax Returns are, or will be, true, complete and correct in all material respects; (c) all Taxes and Tax liabilities due by the Company and any of its Subsidiaries on or prior to the Closing Date have been, or will be, timely paid prior to the Closing; (d) the unpaid Taxes of the Company and any of its Subsidiaries that are required to be accrued under the Accounting Principles, if any, (i) did not exceed any payables or liabilities for Taxes that are reflected or reserved against on the face of Reference Balance Sheet (excluding any payables or liabilities relating to deferred Taxes to reflect timing differences between book and Tax income) and (ii) will not, as of the Closing Date, exceed the amount of Taxes included as a liability in calculating the Current Liabilities of the Company for purposes of determining Closing Working Capital; (e) there are no agreements or consents currently in effect for the extension or waiver of the time (i) to file any Tax Return of the Company or any of its Subsidiaries or (ii) for assessment or collection of any Taxes of the Acquired Corporations Company or any of its Subsidiaries; (f) neither the Company nor any of its Subsidiaries has, in the last three years, been the subject of an action, suit, proceeding, investigation, audit or claim regarding any Taxes, there is no action, suit, proceeding, investigation, audit or claim currently pending, or to the Company’s knowledge, threatened, regarding any Taxes relating to the Company or any of its Subsidiaries and neither the Company or any of its Subsidiaries has received any written notices from any Taxing Authority relating to any issue which could reasonably be expected to affect the Tax liability of the Company or any of its Subsidiaries; (g) neither the Company nor any of its Subsidiaries has applied for and/or received a ruling or determination from a Taxing Authority regarding a past or prospective transaction; (h) all Taxes that the Company or any of its Subsidiaries are 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 and the Company and each of its Subsidiaries has complied in all respects with all applicable Law relating to withholding Taxes and Tax information reporting; (i) the Company’s Subsidiaries have not been included in any Governmental Body “consolidated,” “unitary”, “combined” or similar Tax Return provided for under the Law of the United States, any non-U.S. jurisdiction or any state or locality with respect to Taxes for any taxable period for which the statute of limitations has not expired (other than with respect to a group of which the Company’s Subsidiaries are the only members); (j) neither the Company nor any of its Subsidiaries has or had a relationship to any other Person which would cause it to have liability for Taxes of any other Person (other than as a payor required to effect Tax withholding from payments to another Person) payable by reason of Contract, assumption, transferee liability, operation of Law, or Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision of Law), except for income Taxes with respect to any consolidated, combined or unitary group for which the Company’s Subsidiaries are the only members; (k) no written claim has ever been made by any Taxing 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 by subject to taxation by that jurisdiction; (1) neither the Company nor any of its Subsidiaries has not taken any action other than in accordance with past practice that would have the effect of deferring a measure of Tax from a taxable period (or portion thereof) ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in a taxable income for any tax period (or portion thereof) pursuant beginning after the Closing Date; (m) there are no tax sharing, allocation, indemnification or similar agreements in effect as between the Company or any of its Subsidiaries or any predecessor or Affiliate thereof and any other party under which the Buyer or the Company or its Subsidiaries could be liable for any Taxes or other claims of any party; (n) neither the Company nor any of its Subsidiaries has applied for, been granted, or agreed to any accounting method change for which it will be required to take into account any adjustment under Section 481 or 263A of the Code or any comparable similar provision under of the Code or the corresponding tax Laws of any nation, state or foreign Tax laws as a result locality; (o) there are no deferred intercompany transactions between the Subsidiaries and there is no excess loss account (within the meaning of transactions or events occurring, or accounting methods employed, prior Treasury Regulations Section 1.1502-19) with respect to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any stock of the Acquired Corporations that, considered individually Subsidiaries which will or considered collectively with any other such Contracts, will, may result in the recognition of income upon or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of after the consummation of the transactions contemplated under by this Agreement, will have any liability ; (p) the Company and each of its Subsidiaries has delivered or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None made available to Buyer copies of each of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) Tax Returns for income Taxes filed on behalf of the Code. None Company and each of its Subsidiaries since 2003; (q) neither the Acquired Corporations Company nor any of its Subsidiaries has at any time been engaged in a member of an affiliated group “reportable transaction” within the meaning of Treasury Regulation Section 1504 1.601 1-4(b); (r) none of the Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or indentured to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code; (s) since April 1, other than an affiliated group 2008, all of which the membership interests of the Company is have been owned by the common parentSeller and the Company has been classified as an entity disregarded as separate from its owner for federal income tax purposes and will continue to be so classified up to the Closing, and (t) since the formation of Hourglass Holdings, LLC (“Hourglass”), all of the membership interests of Hourglass have been owned by the Company and Hourglass has been classified as an entity disregarded as separate from its owner for federal income tax purposes and will continue to be so classified up to the Closing.

Tax Matters. All (a) FAJ and each of the FAJ Subsidiaries has timely filed with the appropriate taxing authority all Tax Returns required to be filed by it or on behalf of has timely requested extensions and any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have such request has been or will be filed on or before the applicable due date (including any extensions of granted and has not expired. Each such due date), Tax Return is complete and (b) have been, or will be when filed, prepared accurate in all material respects and all information shown thereon is correct in compliance with all applicable Legal Requirementsmaterial respects. All amounts shown on the Acquired Corporation Returns Taxes required to be due on or before the Closing Date have been paid by FAJ or will be any of the FAJ Subsidiaries have been paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities when due, except for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to for which adequate reserves for payment as required by GAAP have been established)taken and which are listed on SCHEDULE 4.9. There are no liens FAJ and each of the FAJ Subsidiaries have properly accrued their liability for material all Taxes upon for periods subsequent to the periods covered by such Tax Returns as required by GAAP. Neither FAJ nor any of the assets FAJ Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. Except as set forth on SCHEDULE 4.9, neither FAJ nor any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations FAJ Subsidiaries is a party to any Contractpending action or proceeding by any taxing authority for assessment or collection of any Tax, nor does it have and no claim for assessment or collection of any obligations (current Tax has been asserted against any of them. Except as set forth on SCHEDULE 4.9, no claim has been made by any authority in a jurisdiction where FAJ or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the CodeFAJ Subsidiaries does not file Tax Returns that it is or may be subject to taxation or reporting in that jurisdiction. None There is no dispute or claim concerning any information, reporting or tax liability of FAJ or any of the Acquired Corporations isFAJ Subsidiaries, (i) claimed or has ever been, a party to or bound raised by any tax indemnity agreementtaxing authority in writing or (ii) as to which FAJ has knowledge. Except as set forth on SCHEDULE 4.9, tax sharing agreement, tax allocation agreement or similar Contract and none neither FAJ nor any of the Acquired Corporations FAJ Subsidiaries has or, had its tax returns audited by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group Government Authority within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentlast four years.

Tax Matters. All Each of FirstBancorporation and the Subsidiaries has timely filed (including extension periods) all Tax Returns required to be filed by for any period ending on or before the date hereof, or if applicable, any period that includes such date. All such Tax Returns are correct and complete in all material respects. Each of FirstBancorporation and the Subsidiaries has timely paid or will timely pay or cause to be paid all Taxes (whether or not shown on behalf of any Tax Return) when due to any taxing authority with respect to all such periods. Neither FirstBancorporation nor any of the Acquired Corporations Subsidiaries has received written notice that the Internal Revenue Service or any other taxing authority has asserted against FirstBancorporation or any of the Subsidiaries any deficiency or claim for additional Taxes in connection therewith which could reasonably result in a material liability to FirstBancorporation or FNC and neither FirstBancorporation nor any of the Subsidiaries reasonably expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. Neither FirstBancorporation nor any of the Subsidiaries has filed a consent under Code 341(f) concerning collapsible corporations. Neither FirstBancorporation nor any of the Subsidiaries has made any payments, nor is it obligated to make any payments, nor is it a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code 280G. Neither FirstBancorporation nor any of the Subsidiaries has been a United States real property holding corporation within the meaning of Code 897(c)(2) during the applicable period specified in Code 897(c)(1)(A)(ii). To the Knowledge of FirstBancorporation, each of FirstBancorporation and the Subsidiaries has disclosed on the federal Income Tax Returns of FirstBancorporation and the Subsidiaries all positions taken therein that could give rise to a substantial understatement of federal Income Taxes within the meaning of Code 6662. Neither FirstBancorporation nor any of the Subsidiaries has been a member of an affiliated group (as defined by the Code) filing a consolidated federal income tax return with any Governmental Body Person other than FirstBancorporation or the Subsidiaries nor does it have any liability for the Income Taxes of any Person other than FirstBancorporation and the Subsidiaries under Treas. Reg. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise. The books and records of FirstBancorporation and each of the Subsidiaries accurately and completely set forth in all material respects the basis of FirstBancorporation and the Subsidiaries in its assets and the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax, or excess charitable contribution allocable to FirstBancorporation or the Subsidiaries, all as of December 31, 1998. The unpaid Income Taxes of FirstBancorporation and the Subsidiaries did not, as of December 31, 1998, exceed in any material respect 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 as of such date contained in the Financial Statements, and any such unpaid Income Taxes do not exceed in any material respect that reserve as adjusted for the passage of time through the Closing Date in accordance with the past practices of FirstBancorporation in filing its Income Tax returns. Neither FirstBancorporation nor any of the Subsidiaries has been granted nor has FirstBancorporation or any of the Subsidiaries been given any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of any Tax. All deposits required by law to be made by FirstBancorporation or the Subsidiaries with respect to employees' withholding taxes have been made. Each of FirstBancorporation and the Subsidiaries has withheld and paid in all material respects all Taxes required to have been withheld and paid in connection with the amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party. There are no Liens for the payment of Taxes on any assets of FirstBancorporation or any of the Subsidiaries except for statutory Liens for property Taxes that are not past due as to payment. There are no disputes or claims pending against FirstBancorporation or any of the Subsidiaries for past due Taxes in a material amount, and, to the Knowledge of FirstBancorporation, there is no claim or dispute threatened against FirstBancorporation or any of the Subsidiaries, or any basis for such a claim or dispute, for past due Taxes. During the past five years, no such claim has been made by an authority in a jurisdiction where FirstBancorporation or any of the Subsidiaries does not file Tax Returns. As of the date hereof, there are not any matters under discussion with any federal, state, local or other authority with respect to any additional Taxes relating to FirstBancorporation or any of the Subsidiaries. All amounts required to be paid by FirstBancorporation or any of the Subsidiaries as estimated Income Taxes under Code Section 6655, and any comparable provisions of state or local statutes, have been duly paid, except where the failure to make such payment would not, individually or in the aggregate with other such nonpayments, result in a material liability to FirstBancorporation or FNC. There are no tax rulings, requests for rulings or closing agreements relating to FirstBancorporation or any of the Subsidiaries that could affect its liability for Income Taxes for any period after the Closing Date. Any adjustment of Taxes of FirstBancorporation or any of the Subsidiaries made by the Internal Revenue Service in any examination which is required to be reported to state, foreign, or local taxing authorites has been so reported and any additional Taxes due with respect thereto have been paid. To the Knowledge of FirstBancorporation, there are no facts that, if known to any taxing authority, would likely result in the issuance of a notice of proposed deficiency or similar notice of intention to assess Income Taxes in any material amount against FirstBancorporation or any of the Subsidiaries. Neither FirstBancorporation nor any of the Subsidiaries has taken any action not in accordance with its past practices that would have the effect of deferring any tax liability for FirstBancorporation or any of the Subsidiaries from any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including to any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before taxable period ending after the Closing Date. The Company Financial Statements fully accrue all actual No material amount of income recognized, for federal, state, local or foreign Income Tax purposes, by FirstBancorporation or any of the Subsidiaries during the period beginning January 1, 1999 and contingent liabilities ending on the Closing Date will be derived other than in the ordinary course of business or arise from transactions of a type not reflected on the relevant return for Taxes with respect to all periods through the dates thereof taxable period ending on December 31, 1998. Neither FirstBancorporation nor any of the Subsidiaries has any deferred gain or loss arising from deferred intercompany transactions (as described in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expensesSection 1.1502-13 of the Treasury Regulations) with respect to the stock or obligations of any notice other member of deficiency FirstBancorporation's or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets Subsidiaries' affiliated group (as described in Section 1.1502-14 of the Treasury Regulations). No property of FirstBancorporation or any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver Subsidiaries is "tax exempt use property" within the meaning of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f168(h) of the Code. None Except as set forth on SCHEDULE 5.7, neither FirstBancorporation nor any of the Acquired Corporations has been, and none of the Acquired Corporations will be, Subsidiaries is required to include in income any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A 481(a) of the Code (or any comparable provision under state similar provisions of other law or foreign Tax laws as regulation) by reason of a result of transactions change in an accounting method, nor does FirstBancorporation or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations thatSubsidiaries have any knowledge that the Internal Revenue Service (or other taxing authority) has proposed or is considering any such change in an accounting method. Neither FirstBancorporation nor any of the Subsidiaries is a party to an interest rate swap, considered individually or considered collectively with any other such Contracts, willcurrency swap, or could reasonably be expected tosimilar transaction. Neither FirstBancorporation nor any of the Subsidiaries has any corporate acquisition indebtedness, give rise directly as defined in Section 279(b) of the Code, or indirectly to the payment of any amount that would not be deductible pursuant to obligations described in Section 280G or Section 162(m279(a)(2) of the Code. None The accruals for deferred federal income taxes reflected in the Financial Statements for the period ended December 31, 1998 are adequate to cover any deferred income tax liability of FirstBancorporation and each of the Acquired Corporations is a party Subsidiaries determined in accordance with Generally Accepted Accounting Principles through the date thereof. All Income Taxes as to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 which FirstBancorporation and each of the Code. None Subsidiaries may be liable which relate to a period ending on or before December 31, 1998 have been adequately accrued or reserved in the Financial Statements as of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined such date in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentaccordance with Generally Accepted Accounting Principles.

Tax Matters. All Tax Returns required (a) Whenever any taxing authority sends a notice of an audit, initiates an examination of Buyer with regard to be filed by the Business or on behalf of any of the Acquired Corporations Assets, or otherwise asserts a claim, makes an assessment or disputes the amount of Taxes with regard to the Business or the Acquired Assets: (i) for any Governmental Body taxable period for which Seller is or may be liable; or (ii) for any taxable period that involves an issue that could potentially affect a taxable period for which Seller is or may be liable, Buyer, when informed thereof, shall promptly inform Seller, and Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller is liable under this Agreement; provided that Buyer has had a reasonable opportunity to review and approve such settlement or contest, which approval shall not be unreasonably withheld. Buyer shall be liable, for any Tax liability imposed on Seller with respect to the Acquired Assets or the Business (i) for any period after the Closing Date, or (ii) for any period prior to the Closing Date that results from any election made or filing position taken by Buyer. Whenever any taxing authority sends a notice of an audit, initiates an examination of Seller with regard to the Business or the Acquired Assets or otherwise asserts a claim, makes an assessment or disputes the amount of Taxes with regard to the Business or the Acquired Assets for any taxable period ending on for which Buyer is liable, or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been for any taxable period that involves an issue that could potentially affect a taxable period for which Buyer is or will may be filed on or before the applicable due date (including any extensions of such due date)liable, Seller, when informed thereof, shall promptly inform Buyer, and (b) Buyer shall have been, or will be the right to control any resulting proceedings and to determine whether and when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under settle any such notice of deficiency claim, assessment or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations dispute, except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect extent such proceedings affect the amount of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income Taxes for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There which Seller is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated liable under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All Your use of Services is subject to Amazon’s Tax Returns Policies. You will comply with any applicable tax laws and fulfill all obligations to the tax authorities in a timely and complete manner. As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. Amazon is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits. Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Amazon will deduce the location of recipient, the billing details, place of supply and applicable taxes. If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be filed by deducted and deposited on any payments or on behalf of remittances to you, Amazon will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the Acquired Corporations with any Governmental Body with respect taxes deposited would be made by you against Amazon. It is your responsibility as a seller on the Amazon Site to any taxable period ending choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects listings offered for sale by you. If we determine that you are not in compliance with all applicable Legal Requirements. All amounts shown this section, then we may suspend the services provided to you on the Acquired Corporation Returns Amazon Site. For reporting transactions undertaken by you on the Amazon Site, you should consider the Merchant Tax Report (MTR) made available to be due you on or before the Closing Date have been or will be paid on or before the Closing DateSeller Central. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets In case of any of discrepancy in the Acquired Corporations except liens for current Taxes not yet due reporting / returns filed by you and payable. No extension or waiver of the limitation period applicable to Amazon, you agree that you will resolve such discrepancy immediately and indemnify Amazon against any of the Acquired Corporation Returns has been granted tax, interest and is currently penalty payable in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentregard.

Tax Matters. All Tax Returns (a) Each of Triad and Global has filed with the appropriate governmental agencies (Canadian and other) all tax returns and reports required to be filed by it, and has paid in full or contested in good faith or made adequate provision for the payment of, Taxes (as defined herein) shown to be due or claimed to be due on behalf such tax returns and reports. The provisions for Taxes which will be set forth on the latest balance sheet included in the Financial Statements reflects and includes adequate provisions for the payment in full of any of the Acquired Corporations with any Governmental Body with respect and all Taxes for which Triad and Global is or could be liable, whether to any taxable period ending on governmental entity or before to other persons (as, for example, under tax allocation agreements), not yet due for any and all periods up to and including the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), balance sheet; and (b) all Taxes for periods beginning thereafter through the Effective Time have been, or will be be, paid when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown due or adequately reserved against on the Acquired Corporation Returns books of Triad and Global and an amount of cash equal to the amount of such reserve will have been set aside for the payment of such Taxes. Each of Triad and Global has duly withheld all payroll taxes and other applicable taxes and other items requiring to be due on withheld by it from employer wages, and has duly deposited the same in trust for or before paid over to the Closing Date have been proper taxing authorities. Neither Triad nor Global has executed or will be paid on filed with any taxing authority any agreement extending the periods for the assessment or before the Closing Date. The Company Financial Statements fully accrue all actual collection of any Taxes, and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect is not a party to any notice of deficiency pending or similar document received threatened action or proceeding by any Acquired Corporation with respect governmental authority for the assessment or collection of Taxes. Except as set forth in Schedule 4.17, within the past three years, the income tax returns of Triad and Global have not been reassessed to any material Tax (other than liabilities for Taxes asserted under degree by any taxing authority, nor has any such notice authority examined any merchandise, personal property, sales or use tax returns of deficiency Triad or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the ClosingGlobal. There is no agreementtax lien, planwhether imposed by any taxing authority, arrangement outstanding against the assets, properties or other Contract covering business of Triad or Global. Neither Triad nor Global has agreed to make or is required to make any employee adjustment by reason of a change in accounting method or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Codeotherwise. None of the Acquired Corporations Neither Triad nor Global is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing or allocation agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All (a) Except as set forth on Schedule 3.05(a): (i) Sellers and the Purchased Subsidiaries have filed all federal and all material foreign, state, county and local income, excise, property and other Tax Returns which are required to be filed by it with respect to the Businesses, such Tax Returns are accurate in all material respects and all taxes owing by Sellers and the Purchased Subsidiaries with respect to the Businesses (whether or not shown on behalf of such Tax Returns) have been fully paid or properly accrued; (ii) all material Taxes which Sellers and the Purchased Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party have been fully paid or properly accrued; (iii) no claim has been made in writing by an authority in any jurisdiction where Sellers and the Purchased Subsidiaries do not file Tax Returns that Sellers and the Purchased Subsidiaries are or may be subject to taxation by that jurisdiction; (iv) there are no liens on any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on Assets or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except Purchased Subsidiaries with respect to Taxes, other than liens for current Taxes not yet due and payable. No extension ; (v) there is no audit by a governmental authority or waiver taxing authority in process or pending with respect to any Tax of the limitation period applicable Seller or the Purchased Subsidiaries; (vi) no deficiencies exist or have been asserted, in writing, with respect to any Taxes of the Seller or the Purchased Subsidiaries, and neither the Seller nor any Purchased Subsidiaries has received written notice that it has not filed a Tax Return or paid Taxes required to be filed or paid by it; (vii) no waiver or extension of any statute of limitations is in effect with respect to any Taxes of the Seller that could become a liability of Buyers or a Purchased Subsidiary; (viii) the Purchased Subsidiaries have not received (and is not subject to) any ruling from any Taxing authority and has not entered into (and is not subject to) any agreement with a Taxing authority; and (ix) none of the Sellers or their Affiliates held or used any of the Acquired Corporation Returns has been granted and is currently in effect Assets on or before August 8, 1993 (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Code Section 1504 of the Code, other than an affiliated group of which the Company is the common parent197(f)(9)).

Tax Matters. All Except where all failures to do so will not in the ----------- aggregate have a Material Adverse Effect on ATC, ATC and each of its Subsidiaries has (a) in accordance with all Applicable Laws filed all Tax Returns which are required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)filed, and (b) have beenpaid, or will be when filedmade adequate provision for the payment of, all Taxes which have or may become due and payable pursuant to said Tax Returns and all other governmental charges and assessments received to date other than those Taxes being contested in good faith for which adequate provision has been made on the most recent balance sheet forming part of the ATC Financial Statements. The Tax Returns of ATC and each of its Subsidiaries have been prepared in all material respects in compliance accordance with all applicable Legal RequirementsApplicable Laws. All amounts shown Except where all failures to do so will not in the aggregate have a Material Adverse Effect on the Acquired Corporation Returns ATC, all Taxes which ATC and each of its Subsidiaries is required by Law to be due on or before the Closing Date withhold and collect have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual duly withheld and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestcollected, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of paid over, in a timely manner, to the assets of any of proper Authorities to the Acquired Corporations except liens for current Taxes not yet extent due and payable. No extension or waiver Adequate provision has been made on the most recent balance sheet forming part of the limitation period applicable to ATC Financial Statements for all Taxes accrued through the date of such balance sheet of any of the Acquired Corporation Returns has been granted kind, including interest and is currently penalties in effect (by the Company respect thereof, whether disputed or any other Person)not, and no such extension whether past, current or waiver has been requested from any Acquired Corporation. No claim deferred, accrued or Legal Proceeding is pending orunaccrued, fixed, contingent, absolute or other, and there are, to the CompanyATC's knowledge, no past transactions or matters which, individually or in the aggregate, could result in additional Taxes which would, if imposed, have a Material Adverse Effect on ATC for which an adequate reserve has not been threatened against or with respect to provided on such balance sheet. Neither ATC nor any Acquired Corporation in respect of any material Tax. None its Subsidiaries is a "consenting corporation" within the meaning of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has beenATC, and none each of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise its corporate Subsidiaries at all times since owned directly or indirectly to by ATC, has been taxable as a Subchapter C corporation under the payment Code, and has never been a member of any amount that would not be deductible pursuant to Section 280G consolidated group for Tax purposes, except (i) during the period it was included in the tax reports of American Radio Systems Corporation, as described in the ATC SEC Documents, and (ii) any consolidated group with one or Section 162(m) more of the CodeATC and its Subsidiaries. None Neither ATC nor any of the Acquired Corporations its Subsidiaries is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of arrangement, except (i) the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this ARS-ATS Separation Agreement, will have as described in the ATC SEC Documents, and (ii) any liability agreement among one or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None more of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentATC and ATC's Subsidiaries.

Tax Matters. All The Companies and Oldco (or Seller on their behalf) have filed for all dates and periods of time through the Closing, all Tax Returns required by applicable law to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable Closing, and have paid or made provision for the payment of all Taxes (including, without limitation, income, sales, use, occupation, property, withholding, excise and employment taxes, and interest and penalties thereon) which have or may become due date (including any extensions of whether or not such amounts were shown as due dateon such Tax Returns). Except as disclosed on Schedule 2.1(o), and (b) have beenneither Seller, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on Oldco nor any of the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities Companies has received any assessment for unpaid Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities Companies or Oldco or has agreed to any extension of time for material the filing of any Tax Returns or for the assessment of any Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to the Companies or Oldco. Adequate provisions on the books of the Companies and Oldco have been made for the payment of all current Taxes and no amounts will be due to the Seller as of the Closing pursuant to the intercompany tax sharing agreement. The Companies and Oldco (or Seller on their behalf ) have withheld and paid over to the appropriate taxing authority all Taxes which they are required to withhold from amounts paid or owing to any employee, shareholder, creditor or other third party. Except as disclosed on Schedule 2.1(o), no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Companies and Oldco and the Companies and Oldco have not received from any foreign, federal, state or local taxing authority (including, but not limited to, jurisdictions where the Companies have filed Tax Returns) any (a) notice indicating an intent to open an audit or other review, (b) request for information related to Tax matters or (c) notice of deficiency or similar document received proposed adjustment for any amount of Tax proposed, asserted or assessed by any Acquired Corporation taxing authority against any Company. Neither the Companies nor Oldco have ever been a member of an Affiliated Group or filed or been included in a combined, consolidated or unitary income Tax Return with respect to any material Tax (other corporation, other than liabilities for Taxes asserted under any such notice the Affiliated Group of deficiency or similar document which are being contested in good faith by Seller is the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Taxcommon parent. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Companies nor Oldco have made an election under Section 341(f) of the Code. None Buyer will not be required to deduct and withhold any amount pursuant to Code Section 1445(a) upon the purchase of the Acquired Corporations has beenShares. Neither the Companies nor Oldco have made any payments, and none are not and will not become obligated (under any contract entered into on or before the Closing Date) to make any payments, that will be nondeductible under Section 280G of the Acquired Corporations Code (or any corresponding provision of state, local or foreign income Tax law). Neither the Companies nor Oldco will bebe required as a result of a change in method of accounting or as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, required local or foreign income Tax law), to include any adjustment in item of income in, or exclude any item of deduction from, taxable income for any tax taxable period (or portion thereof) pursuant to Section 481 or 263A of ending after the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the ClosingClosing Date. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under As used in this Agreement, will the following terms shall have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.following respective meanings:

Tax Matters. All Except as set forth on Schedule 4.08, (a) all United States federal income Tax Returns of or with respect to the Company and the Subsidiary required by law to be filed have been timely filed, all such Tax Returns are true and complete 18 in all material respects and all Taxes shown on such returns have been timely paid; (b) all other Tax Returns of or with respect to the Company and the Subsidiary required to be filed by pursuant to applicable federal, foreign, state, local or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) other law have been or will be filed filed, all such Tax Returns are true and complete and all Taxes shown on or before the applicable due date (including any extensions of such due date), Tax Returns and (b) have beenall other Taxes due, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns claimed to be due on whether by proposed assessment or before the Closing Date otherwise by any taxing authority, have been or will be timely paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities except for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by proper proceedings with adequate reserves having been taken in accordance with GAAP; and (c) the Acquired Corporations charges, accruals and reserves on the books of the Company and the Subsidiary in respect of any liability for Taxes based on or measured by net income for any years not finally determined or with respect to which the applicable statute of limitations has not expired are believed to be adequate reserves to satisfy any assessment for payment such Taxes for any such years. With respect to any period for which Tax Returns have not yet been filed, or with respect to which Taxes are not yet due or owing, the Company and the Subsidiary have made due and sufficient current accruals for such Taxes in accordance with GAAP. Each of the Company and the Subsidiary has made all required estimated Tax payments sufficient to avoid any underpayment penalties. The Tax Returns of each of the Company and the Subsidiary and of each affiliated, consolidated, combined or unitary group of which the Company and the Subsidiary are or have been established)members have not been audited (or if audited have subsequently been closed by the application of the statute of limitations) or examined by the IRS. There are no liens for material Taxes upon any outstanding agreements, waivers or arrangements extending the statutory period of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period limitations applicable to any of claim for, or the Acquired Corporation Returns has been granted and is currently in effect (by period for the Company collection or any other Person)assessment of, and no such extension or waiver has been requested Taxes due from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to the Company or the Subsidiary for any Acquired Corporation in respect of any material Taxtaxable period. None of the Acquired Corporations has entered into or become bound by any No closing agreement or consent pursuant to Section 341(f7121 of the Code (or any predecessor provision) or any similar provision of any state, local or foreign law has been entered into by or with respect to the Company or the Subsidiary. No assessment of Tax is proposed in writing against the Company or the Subsidiary or any of their respective properties or assets. No consent to the application of Section 341(f)(2) of the CodeCode (or any predecessor provision) has been made or filed by or with respect to the Company or the Subsidiary or any of their respective properties or assets. None of Neither the Acquired Corporations Company nor the Subsidiary has been, and none of the Acquired Corporations will be, agreed to or is required to include make any adjustment in taxable income for any tax period (or portion thereof) after the Closing Date pursuant to Section 481 or 263A 481(a) of the Code (or any comparable provision under state predecessor provision) by reason of any change in any accounting method of such entity, there is no application pending with any taxing authority requesting permission for any such change in any accounting method of the Company or foreign Tax laws as a the Subsidiary and the IRS has not proposed any such adjustment or change in accounting method. Neither the Company nor the Subsidiary has been or is in violation (or with notice or lapse of time or both, would be in violation) of any applicable law relating to the payment or withholding of Taxes, the result of transactions which violation has or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could may reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiary have duly and timely withheld from employee salaries, wages and other compensation and paid over to the appropriate taxing authorities all material amounts required to be so withheld and paid over for all periods under all applicable laws. Except as disclosed on Schedule 4.08, neither the Company nor the Subsidiary is a party to, is bound by, or has any obligation under, any Tax sharing agreement 19 or similar contract. Except for this Agreement, there is no contract, agreement, plan or arrangement covering any person that, individually or collectively, to the knowledge of the Company give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to by the Company or the Subsidiary by reason of Section 280G or Section 162(m) of the Code. None of Neither the Acquired Corporations is a party to any Contract, Company nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or Subsidiary has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group United States real property holding corporation within the meaning of Section 1504 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All Tax Returns required to be filed by or on behalf of any of prior to the Acquired Corporations with any Governmental Body date hereof with respect to the Company (which includes the LLC for purposes of this Section 3.19) or any taxable period ending on of its income, properties, franchises or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) operations have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when timely filed, each such Tax Return has been prepared in all material respects in compliance with all applicable Legal Requirementslaws and regulations, and all such Tax Returns are true and accurate in all respects. All amounts shown Taxes due and payable by or with respect to the Company have been paid and are accrued on the Acquired Corporation Returns to be due on or before the Closing Date have been Current Balance Sheet or will be paid 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 before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities time for assessing or collecting Taxes with respect to all periods through 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 dates thereof Company; (iii) the Company has not consented to extend the time in accordance with GAAP. There are which any Taxes may be assessed or collected by any taxing authority; (iv) the Company has not requested or been granted an extension of the time for filing any Tax Return to a date later than the Effective Time; (v) there is no unsatisfied liabilities action, suit, taxing authority proceeding, or audit or claim for material Taxes (including liabilities for interestrefund now in progress, additions to tax and penalties thereon and related expenses) pending or threatened against or with respect to the Company regarding Taxes; (vi) the Company has not made an election or filed a consent under Section 341(f) of the Code (or any notice corresponding provision of deficiency state, local or similar document received by any Acquired Corporation with respect foreign law) on or prior to any material Tax the Effective Time; (vii) there are no Liens for Taxes (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver ) upon the assets of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect Company; (by viii) the Company will not be required (A) as a result of a change in method of accounting for a taxable period ending on or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, prior to the Company's knowledgeEffective Date, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required 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 tax taxable period (or portion thereof) pursuant to Section 481 beginning after the Effective Time or 263A of the Code or any comparable provision under state or foreign Tax laws (B) as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any "closing agreement,"as described in Section 7121 of the Acquired Corporations thatCode (or any corresponding provision of state, considered individually local or considered collectively with foreign law), to include any other such Contracts, will, item of income or could reasonably be expected to, give rise directly exclude any item of deduction from any taxable period (or indirectly to portion thereof) beginning after the payment Effective Time; (ix) the Company has not been a member of any amount that would not be deductible pursuant to an affiliated group (as defined in Section 280G or Section 162(m) 1504 of the Code. None of ) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) the Acquired Corporations Company is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, not a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.tax

Tax Matters. (i) The Representative shall properly prepare or cause to be properly prepared, and timely file or cause to be filed, all Tax Returns of or with respect to Generac that are required to be filed on or before the Closing Date and Generac’s final S corporation returns (other than any Tax Returns on which there are reflected Section 338(h)(10) Taxes), and shall timely pay or cause to be timely paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with this Agreement and prior practice unless otherwise required by applicable Tax Law, it being understood that the payments made pursuant to the Employment and Deferred Compensation Agreements with the individuals listed on Schedule 5(l)(ii) and the Generac Power Systems, Inc. Amended and Restated Equity Appreciation Plan are deemed to occur prior to the Closing and the parties agree to report such items in the taxable period that ends on the Closing Date (or on the preclosing portion of a Straddle Period, as the case may be). The Representative shall provide Buyer with copies of completed drafts of such Tax Returns (along with supporting workpapers) at least twenty (20) days prior to the due date for filing thereof, for Buyer’s review and approval (which approval shall not be unreasonably withheld or delayed). The Buyer shall prepare or cause to be prepared, and file or cause to be filed, all other Tax Returns required to be filed by the Surviving Corporation and shall timely pay or on behalf cause to be timely paid all Taxes of Generac shown due thereon; provided that any of the Acquired Corporations with any Governmental Body Tax Return with respect to (A) any taxable period ending on or before that includes (but does not end on) the Closing Date (the "ACQUIRED CORPORATION RETURNS"a “Straddle Period”) and (aB) have been or will be filed any taxable period that ends on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns prior to be due on or before the Closing Date have been or will on which are reflected Taxes that are due and payable by the Shareholders shall be paid on or prepared consistently with prior practice unless otherwise required by applicable Tax law and shall be provided by the Buyer to the Representative for review and approval at least twenty (20) days before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes due (including liabilities for interest, additions to tax and penalties thereon and related expensesextensions) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would approval shall not be deductible pursuant to Section 280G unreasonably withheld or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingentdelayed), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All Acquiror has properly completed and timely filed (or filed applicable extensions therefor) all material Tax Returns required to be have been filed by Acquiror and paid all Taxes due and payable (whether or not shown on behalf of any of Tax Return), other than any such Taxes which Acquiror is contesting in good faith and for which adequate reserves have been provided and reflected in Acquiror’s financial statements included in the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date SEC Filings (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed “Acquiror Financial Statements”). The charges, accruals and reserves on or before the applicable due date (including any extensions books of such due date), and (b) have been, or will be when filed, prepared Acquiror in respect of Taxes for all fiscal periods are adequate in all material respects in compliance with all applicable Legal Requirementsrespects, and there are no material unpaid assessments against Acquiror nor, to Acquiror’s knowledge, any basis for the assessment of any additional Taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority except for any assessment which is not material to Acquiror. All amounts shown on the Acquired Corporation Returns Taxes and other assessments and levies that Acquiror is required to be due on withhold or before the Closing Date to collect for payment have been duly withheld and collected and timely paid, other than any such Taxes which Acquiror is contesting in good faith and for which adequate reserves have been provided and reflected in the Acquiror Financial Statements. To Acquiror’s knowledge, there is no audit or will pending audit of, or Tax Controversy associated with any Tax Return of Acquiror or its subsidiaries conducted by a Tax Authority that would reasonably be paid expected to have a Material Adverse Effect on or before the Closing Date. The Company Financial Statements fully accrue all actual Acquiror and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPits subsidiaries, taken as a whole. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency Tax liens or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is claims pending or, to the Company's Acquiror’s knowledge, has been threatened against Acquiror or with respect to any Acquired Corporation in respect of any material Taxits assets or property. None As of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has beendate hereof, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of neither Acquiror nor any of the Acquired Corporations that, considered individually its subsidiaries has taken or considered collectively with agreed to take any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contractaction, nor does it Acquiror have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock knowledge of any "CONTROLLED CORPORATION" fact or circumstance, that would prevent the Merger from qualifying as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group “reorganization” within the meaning of Section 1504 368(a) of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All Tax Returns required to be filed by or on behalf of prior to the date hereof with respect to any of the Acquired Corporations with Entities or any Governmental Body with respect to any taxable period ending on of their respective income, properties, franchises or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) operations have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when timely filed, each such Tax Return has been prepared in all material respects in compliance with all applicable Legal Requirementslaws and regulations, and all such Tax Returns are true and accurate in all respects. All amounts shown Taxes due and payable by or with respect to each Acquired Entity have been paid or are accrued on the applicable Current Balance Sheet or will be accrued on the Acquired Corporation Returns Entity's books and records as of the Closing. Except as set forth on Schedule 3.19: (i) with respect to be due on each taxable period of each Acquired Entity, either such taxable period has been audited by the relevant taxing authority or before the Closing Date have been time for assessing or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for collecting Taxes with respect to all periods through 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 any Acquired Entity; (iii) no Acquired Entity has consented to extend the dates thereof time in accordance with GAAP. There are which any Taxes may be assessed or collected by any taxing authority; (iv) no unsatisfied liabilities Acquired Entity has requested or been granted an extension of the time for material Taxes filing any Tax Return to a date later than the Closing; (including liabilities v) there is no action, suit, taxing authority proceeding, or audit or claim for interestrefund now in progress, additions to tax and penalties thereon and related expenses) pending or threatened against or with respect to any notice Acquired Entity regarding Taxes; (vi) no Acquired Entity has made an election or filed a consent under Section 341(f) of deficiency the Code (or similar document received by any Acquired Corporation with respect corresponding provision of state, local or foreign law) on or prior to any material Tax the Effective Date; (vii) there are no Liens for Taxes (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver ) upon the assets of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim Entity; (viii) no Acquired Entity will be required (A) as a result of a change in method of accounting for a taxable period ending on or Legal Proceeding is pending or, prior to the Company's knowledgeEffective Date, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required 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 tax taxable period (or portion thereof) pursuant to Section 481 beginning after the Effective Date or 263A of the Code or any comparable provision under state or foreign Tax laws (B) as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no any "closing agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any ," 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) no Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment Entity has been a member of any amount that would not be deductible pursuant to an affiliated group (as defined in Section 280G or Section 162(m) 1504 of the Code. None of the ) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) no Acquired Corporations Entity is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, allocation or tax sharing agreement, tax allocation agreement and has no current or similar Contract and none potential contractual obligation to indemnify any other Person with respect to Taxes; no taxing authority will claim or assess any additional Taxes against any of the Companies for any period for which Tax Returns have been filed; (xi) no taxing authority will claim or assess any additional Taxes against any of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will Entities for any period for which Tax Returns have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the been filed; (xii) no Acquired Corporations Entity has made any distribution of stock of payments or, is or will become obligated (under any "CONTROLLED CORPORATION" as contract entered into on or before the Closing) to make any payments, that term is defined in will be non-deductible under Section 355(a)(1) 280G of the Code. None Code (or any corresponding provision of the state, local or foreign law); and (xiii) no Acquired Corporations Entity has at any time been a member of an affiliated group United States real property holding corporation within the meaning of Section 1504 897(c)(2) of the CodeCode (or any corresponding provision of state, local or foreign law) during the applicable period specified in Section 897(c)(l)(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 any Acquired Entity does not file Tax Returns that an Acquired Entity is or may be subject to Taxes assessed by such jurisdiction; (xv) no Acquired Entity 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 any Acquired Entity for the past three years have been furnished or made available to Republic; (xvii) no Acquired Entity will be subject to any Taxes, for the period ending at the Closing 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 (xviii) no sales or use tax will be payable by any Acquired Entity or Republic or any Surviving Corporation or transferee as a result of this transaction, and there will be no non-recurring intangible tax, documentary stamp tax other than on the Republic Shares, or other excise tax (or comparable tax imposed by any governmental entity) as a result of this transaction. Each Acquired Entity has timely and properly filed an affiliated group S corporation election under the Code and under applicable state and local Tax law for its first taxable year, and no such S election has been revoked or terminated and neither the Acquired Entities nor the Shareholder has taken any action that would cause a termination of which the Company is the common parentsuch S election.

Tax Matters. All Each Seller has filed on a timely basis all Tax Returns that it was required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)file, and (b) have been, or will be when filed, prepared all such Tax Returns were complete and accurate in all material respects in compliance respects. Neither Seller is or has ever been a member of a group of corporations with all applicable Legal Requirementswhich it has filed (or been required to file) consolidated, combined or unitary Tax Returns, other than a group of which only the Sellers are or were members. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be Each Seller has paid on or before the Closing Date. The Company Financial Statements fully accrue a timely basis all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet that were due and payable. No extension or waiver The unpaid Taxes of the limitation period Sellers for tax periods through the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Most Recent Balance Sheet. Neither Seller has any actual or potential liability for any Tax obligation of any taxpayer (including any affiliated group of corporations or other entities that included the Sellers during a prior period) other than the Sellers. All Taxes that either Seller is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity. The Sellers have delivered to the Buyer complete and accurate copies of all federal income Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by PureSight-US since inception and PureSight-Israel since 2002. The federal income Tax Returns of PureSight-US have been audited by the Internal Revenue Service or are closed by the applicable to any statute of limitations for all taxable years through the taxable year specified in Section 2.9(b) of the Acquired Corporation Disclosure Schedule. The Sellers have delivered or made available to the Buyer complete and accurate copies of all other Tax Returns has been granted of either Seller together with all related examination reports and statements of deficiency for all periods from and after December 31, 2001. No examination or audit of any Tax Return of either Seller by any Governmental Entity is currently in effect (by progress, nor are the Company Sellers aware of any such examination or any other Person), and no such extension audit being threatened or waiver contemplated. Neither Seller has been requested from informed by any Acquired Corporationjurisdiction that the jurisdiction believes that either Seller was required to file any Tax Return that was not filed. No claim or Legal Proceeding is pending or, to the Company's knowledge, Neither Seller has been threatened against or waived any statute of limitations with respect to any Acquired Corporation in Taxes or agreed to an extension of time with respect of any material Tax. None of the Acquired Corporations has entered into to a Tax assessment or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentdeficiency.

Tax Matters. All Except as set forth on Schedule 5.15, SELLER and the Equityholders (A) have timely paid all income Taxes and other Taxes required to be paid by them through the date hereof (including any Taxes shown due on any Tax Return) and (B) have filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by or on behalf of any of them with the Acquired Corporations with any appropriate Governmental Body with respect Authorities in all jurisdictions in which such Tax Returns are required to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)filed, and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirementssuch Tax Returns are true and complete. All amounts Taxes shown on the Acquired Corporation Returns to be due on each of the Tax Returns filed by SELLER or before the Closing Date Equityholder has been timely paid in full. Except as set forth on Schedule 5.15, (i) no Liens have been filed and SELLER or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith Equityholders have not been notified by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company Internal Revenue Service or any other Persontaxing authority that any issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any Tax Return SELLER (or the failure to file a Tax Return), and no such extension waivers of statutes of limitations have been given or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect SELLER; (ii) there are no pending Tax audits of any material Tax. None Tax Returns of SELLER; (iii) no unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against SELLER; (iv) SELLER has made full and adequate provision (x) on the Acquired Corporations has entered into or become bound Latest Balance Sheet for all Taxes payable by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income them for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, all periods prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any date of the Acquired Corporations that, considered individually Latest Balance Sheet and (y) on their books for all Taxes payable by them for all periods beginning on or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to after the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) date of the Code. None Latest Balance Sheet; (v) SELLER has not nor will it incur any Tax Liability from and after the date of the Acquired Corporations Latest Balance Sheet other than Taxes incurred in the Ordinary Course of Business and consistent with previous years; (vi) SELLER has not been nor is now a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATIONpersonal holding company" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 542 of the Code or a United States "real property holding corporation" within the meaning of Section 897 of the Code; (vii) SELLER and the Equityholders and their respective predecessors have complied in all respects with all applicable Laws relating to the collection or withholding of Taxes (such as sales Taxes or withholding of Taxes from the wages of employees) and SELLER is not liable for any Taxes for failure to comply with such Laws; (viii) SELLER is not now nor has been a party to any Tax sharing, allocation or distribution agreement; (ix) SELLER has no obligation to make (or possibly make) any payments that will be non-deductible under, or would otherwise constitute a "parachute payment" within the meaning of, Section 280G of the Code (or any corresponding provision of state, local or foreign income Tax law); (x) SELLER has not agreed to and SELLER is not required to make any adjustments pursuant to Section 481 of the Code, and neither the Internal Revenue Service nor any other than taxing authority has proposed any such adjustments or changes in the accounting methods of SELLER. SELLER has made an affiliated group election to be treated as a pass thru entity under Section 1362 of which the Company is Code, and BUYER agrees not to have SELLER enter into any extraordinary transaction outside of the common parent.ordinary course of business on the Closing Date that would cause a detrimental tax result to SELLER. BUYER further agrees not to make an Internal Revenue Code Section 338(h)(10)

Tax Matters. All (a) With respect to GMH Communities TRS and its Subsidiaries, the Company shall use commercially reasonable efforts to cause to be prepared and filed prior to the Closing Date all federal and state income tax returns for the 2007 taxable year, (any such filed returns, the “Pre-Closing Filed Returns”) and shall timely pay any Taxes shown as due on such Pre-Closing Filed Returns. The Company shall provide to Buyer the Pre-Closing Filed Returns no later than 30 Business Days prior to the expected filing date for such returns, for Buyer’s review and approval, which shall not be unreasonably withheld. Buyer shall cause to be prepared and filed any Tax Returns required to be filed by or on behalf of any in respect of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before Transferred Companies, their Subsidiaries and the Project Entities after the Closing Date (such returns, the "ACQUIRED CORPORATION RETURNS"“Post-Closing Returns”), provided that the determination of the amount of gain or loss attributable to the College Park Distribution and the amount of the College Park TRS Liability with respect to Taxes shall be made by the Company. Buyer shall timely pay any Taxes for the Post-Closing Returns. Buyer shall provide the Company Post-Closing Returns that include any College Park TRS Liability in respect of Taxes (including a computation of the portion of the Tax shown on such Return that is the responsibility of the Company (the “Company’s Portion”)) (a) have been or will be filed on or before no less than 30 Business Days prior to the applicable due date (including any extensions of for such due date)returns, for the Company’s review and (b) have beenapproval, or will which shall not be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Dateunreasonably withheld. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to shall pay any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation College Park TRS Liability in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant Taxes to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, Buyer no less than 3 Business Days prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor due date of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount such Taxes. All Tax Returns shall be prepared, where relevant, in a manner consistent with the Transferred Companies’, their Subsidiaries’ and Project Entities’ past practices except as otherwise required by applicable Law. In the event that would Buyer and the Company can not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party agree as to any Contractitem to be reflected on any Tax Returns referred to herein within 15 Business Days prior to the due date of such Tax Return, nor does it have any obligations (current or contingent)the parties will engage an independent accounting firm, to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group cost of which shall be borne equally by both parties, mutually agreed upon to resolve any dispute no later than the Company is due date for the common parentapplicable return.

Tax Matters. All Except as set forth on Schedule 3.17 of the Disclosure Schedules: (i) the Company and each Subsidiary has timely filed all Tax Returns required to be have been filed by it; (ii) all such Tax Returns are accurate and complete in all material respects; (iii) the Company and each Subsidiary has paid all Taxes owed by it which were due and payable (whether or not shown on behalf any Tax Return); (iv) the charges, accruals and reserves with respect to Taxes included within the Financial Statements are accurate in all material respects; (v) the Company and each Subsidiary has complied with all applicable Laws relating to Tax; (vi) neither the Company nor any Subsidiary is currently the beneficiary of any extension of time within which to file any Tax Return; (vii) there is no current Action against the Company or any Subsidiary by a Governmental Authority in a jurisdiction where the Company or such Subsidiary does not file Tax Returns contending that the Company or such Subsidiary is or may be subject to taxation by that jurisdiction; (viii) there are no pending or ongoing audits or assessments of the Tax Returns of the Company or any Subsidiary by a Governmental Authority ; (ix) neither the Company nor any Subsidiary 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 the Acquired Corporations assets of the Company or any Subsidiary that arose in connection with any Governmental Body failure (or alleged failure) to pay any Tax;(xi) no unpaid Tax deficiency has been asserted in writing against or with respect to the Company or any Subsidiary by any Governmental Authority which Tax remains unpaid; (xii) the Company and each Subsidiary 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)neither the Company nor any Subsidiary 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) neither the Company nor any Subsidiary 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 pursuant to which the Company, any Subsidiary 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) neither the Company nor any Subsidiary 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 (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax a period (or portion thereof) pursuant beginning after the Closing Date; (xvii) the Company and each Subsidiary is in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to Section 481 which it may be subject or 263A which it may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance; (xviii) no written power of attorney which is currently in force has been granted by or with respect to the Code Company or any comparable provision under state Subsidiary with respect to any matter relating to Taxes; and (xix) there has not been any change in Tax accounting method by the Company or foreign Tax laws as any Subsidiary and neither the Company nor any Subsidiary has received a result of transactions or events occurringruling from, or accounting methods employedsigned an agreement with, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could Taxing Authority that would reasonably be expected toto have a material impact on Taxes of the Company, give rise directly any Subsidiary or indirectly to the payment equity owners of the Company of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of Subsidiary following the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentClosing.

Tax Matters. Except as set forth in Section 4.8 of the SB Disclosure Memorandum: (a) All SB Entities have timely filed with the appropriate Taxing Authorities all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by or on behalf filed, and such Tax Returns are correct and complete in all material respects. None of the SB Entities is the beneficiary of any extension of time within which to file any Tax Return. All material Taxes of the Acquired Corporations with SB Entities to the extent due and payable (whether or not shown on any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (aTax Return) have been or will be filed on or before the applicable due date (including any extensions of such due date), fully and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPtimely paid. There are no unsatisfied liabilities Liens for any material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens a Lien for current tax year real property or ad valorem Taxes not yet due and payable. No extension or waiver of the limitation period applicable to ) on any of the Acquired Corporation Assets of any of the SB Entities. No written claim has ever been made by any Taxing Authority in a jurisdiction where any SB Entity does not file a Tax Return that such SB Entity may be subject to Taxes by that jurisdiction. (b) None of the SB Entities has received any written notice of assessment or proposed assessment in connection with any Taxes. There are no ongoing or pending disputes, claims, audits, or examinations regarding any Taxes of any SB Entity, any Tax Returns of any SB Entity, or the assets of any SB Entity. No officer or employee responsible for Tax matters of any SB Entity expects any Taxing Authority to assess any additional material Taxes for any period for which Tax Returns have been filed. No issue has been granted and is currently raised by a Taxing Authority in effect (any prior examination of any SB Entity, which, by application of the Company same or similar principles, could be expected to result in a proposed material deficiency for any other Person), and no such extension or waiver subsequent taxable period. None of the SB Entities has been requested from waived any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation statute of limitations in respect of any Taxes or agreed to a Tax assessment or deficiency. (c) Each SB Entity has complied in all material Tax. None respects with all applicable Laws relating to the withholding of Taxes and the payment thereof to appropriate authorities, including, but not limited to, Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee or independent contractor, and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442 of the Acquired Corporations has entered into Code or become bound by similar provisions under foreign Tax Law. (d) The unpaid Taxes of each SB Entity (i) did not, as of the most recent fiscal month end, materially exceed the reserve for Tax Liability (rather than any agreement or consent pursuant reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) for such SB Entity and (ii) do not materially exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the SB Entities in filing their Tax Returns. (e) Except as described in Section 341(f4.8(e) of the Code. None SB Disclosure Memorandum, none of the Acquired Corporations has beenSB Entities is a party to any Tax allocation or sharing agreement, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or SB Entities has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.a

Tax Matters. (a) All Tax Returns required to be have been filed by or on behalf of any of the Acquired Corporations with any Governmental Body by or with respect to the Company and the Business as previously operated by the Seller, HOFRECO and HOF Village Youth Fields, as applicable, have been timely filed (taking into account all applicable extensions of time) and all Tax Returns that have been filed are true, correct and complete in all material respects. All Taxes of or with respect to the Company and the Business as previously operated by the Seller, HOFRECO and HOF Village Youth Fields, as applicable, that are due prior to the date hereof have been timely paid (whether or not shown on a Tax Return). The amount of liabilities of the Company for unpaid Taxes attributable to all Pre-Closing Tax Periods does not, in the aggregate, exceed (i) the amount of accruals and/or reserves for Taxes (excluding reserves for deferred Taxes) reflected on the Balance Sheet, and (ii) the accruals and reserves for unpaid Taxes as adjusted for the passage of time through the Closing Date. All Taxes that the Company, the Seller, HOFRECO or HOF Village Youth Fields, as applicable, was or is required to withhold or collect in its operation of the Business have been withheld and collected and have been paid over to the proper Governmental Body. Correct and complete copies of all Income Tax and other Tax Returns, examination reports, and statements of deficiencies filed by, assessed against, or agreed to by the Company, the Seller, HOFRECO or HOF Village Youth Fields since January 1, 2018 have been made available to the Purchaser. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any taxable period ending on Tax payment, assessment, deficiency or before collection that remains in effect. All deficiencies asserted in writing or assessments made as a result of any examination of any Tax Return of the Closing Date (Company, the "ACQUIRED CORPORATION RETURNS") (a) Seller, HOFRECO or HOF Village Youth Fields, by a Governmental Body have been or will be filed on or before the applicable due date (including any extensions of such due date), settled and (b) have been, or will be when filed, prepared paid in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPfull. There are no unsatisfied liabilities for material Taxes ongoing or pending Tax audits by any Governmental Body against the Company, the Seller, HOFRECO or HOF Village Youth Fields. Except as set forth in Section 3.11(a) of the Disclosure Schedule: (including liabilities for interestx) none of the Company, additions to tax and penalties thereon and related expenses) with respect to any the Seller, HOFRECO or HOF Village Youth Fields has ever received written notice of any audit or proposed deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by from the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company IRS or any other Person), and no such extension or waiver has been requested from Governmental Body; (y) neither the IRS nor any Acquired Corporation. No claim or Legal Proceeding other Governmental Body is pending now asserting in writing or, to Seller’s Knowledge, threatening, to assert against the Company's knowledge, the Seller, HOFRECO or HOF Village Youth Fields any deficiency or claim for additional Taxes or interest thereon or penalties in connection therewith; and (z) no claim has ever been threatened against or with respect to any Acquired Corporation made in respect of any material Tax. None of the Acquired Corporations has entered into or become bound writing by any agreement Governmental Body in a jurisdiction where the Company, the Seller, HOFRECO or consent pursuant HOF Village Youth Fields does not file Tax Returns that the Company, the Seller, HOFRECO or HOF Village Youth Fields, as applicable, is or may be subject to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount taxation by that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentjurisdiction.

Tax Matters. All The Company and each other corporation included in any consolidated or combined tax return in which the Company has been included: (a) have filed and will file, in a timely and proper manner, consistent with applicable laws, all Federal, state and local Tax Returns returns and Tax reports required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before them through the Closing Date (the "ACQUIRED CORPORATION RETURNSCompany Returns") (a) with the appropriate governmental agencies in all jurisdictions in which Company Returns are required to be filed and have been paid or will pay all amounts shown thereon to be filed on or before the applicable due date (including any extensions of such due date), due; and (b) have been, or will be when filed, prepared in paid and shall timely pay all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns Taxes required to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The All Taxes attributable to all taxable periods ending on or before the Closing Date, to the extent not required to have been previously paid have been adequately provided for on the Company Financial Statements fully and the Company will not accrue all actual a Tax liability from the date of the Company Financial Statements up to and contingent liabilities for Taxes including the Closing Date, other than a Tax liability accrued in the ordinary course of business. The Company has not been notified by the Internal Revenue Service or any state, local or foreign taxing authority that any issues have been raised (and are currently pending) in connection with any Company Return, and no waivers of statutes of limitations have been given or requested with respect to all periods through the dates thereof Company. Except as contested in accordance with GAAP. There are no unsatisfied liabilities for material Taxes good faith and disclosed in the Company Disclosure Schedule, any deficiencies asserted or assessments (including liabilities interest and penalties) made as a result of any examination by the Internal Revenue Service or by any other taxing authorities of any Company Return have been fully paid or are adequately provided for intereston the Company Financial Statements and no proposed additional Taxes have been asserted. The Company has not made an election to be treated as a "consenting corporation" under Section 341(f) of the Code nor is it a "personal holding company" within the meaning of Section 542 of the Code. The Company has not agreed to, nor is required to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise. The Company will not incur a Tax liability resulting from the Company ceasing to be a member of a consolidated or combined group that had previously filed consolidated, combined or unitary Tax returns. As used in this Agreement, "Tax" means any of the Taxes and "Taxes" means, with respect to any entity: (x) all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, alternative or add-on minimum taxes, customs duties and other taxes, fees, assessments or charges of any kind whatsoever, together with all interest and penalties, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received other additional amounts imposed by any Acquired Corporation with respect to taxing authority (domestic or foreign) on such entity; and (y) any material Tax (other than liabilities liability for Taxes asserted under the payment of any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any amount of the assets type described in the immediately preceding clause (x) as a result of: (i) being a "transferee" (within the meaning of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A 6901 of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(mapplicable law) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations another entity; (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1ii) of the Code. None of the Acquired Corporations has at any time been being a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentor combined group; or (iii) any contractual obligations or otherwise.

Tax Matters. All (a) Apricus and each of its Subsidiaries has timely filed all federal income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All such Tax Returns were correct and complete in all material respects and have been prepared in material compliance with all applicable Law. Subject to exceptions as would not be filed material, no claim has ever been made by an authority in a jurisdiction where Apricus or on behalf of any of the Acquired Corporations with its Subsidiaries does not file Tax Returns that Apricus or such Subsidiary, as applicable, is subject to taxation by that jurisdiction. (b) All material Taxes due and owing by Apricus or any Governmental Body with respect to any taxable period ending of its Subsidiaries on or before the Closing Date date hereof (the "ACQUIRED CORPORATION RETURNS") (awhether or not shown on any Tax Return) have been paid. Since the date of the Apricus Balance Sheet, neither Apricus nor any of its Subsidiaries has incurred any material Liability for Taxes outside the Ordinary Course of Business or will be filed on otherwise inconsistent with past custom and practice. 45 Exhibit 2.1 (c) Apricus and each of its Subsidiaries have withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or before the applicable due date (including owing to any extensions of such due date)employee, and (b) have beenindependent contractor, creditor, stockholder, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirementsother third party. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. (d) There are no unsatisfied liabilities Encumbrances for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes Permitted Encumbrances) upon any of the assets of Apricus or any of the Acquired Corporations except liens its Subsidiaries. (e) No deficiencies for current material Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to Apricus or any Acquired Corporation of its Subsidiaries have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending (or, based on written notice, threatened) material audits, assessments or other actions for or relating to any liability in respect of Taxes of Apricus or any of its Subsidiaries. Neither Apricus nor any of its Subsidiaries (or any of their predecessors) has waived any statute of limitations in respect of material TaxTaxes or agreed to any extension of time with respect to a material Tax assessment or deficiency. None (f) Neither Apricus nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Code during the applicable period specified in Section 341(f897(c)(1)(A)(ii) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereofg) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of Neither Apricus nor any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations its Subsidiaries is a party to any Contractmaterial Tax allocation, nor does it have any obligations Tax sharing or similar agreement (current or contingentincluding indemnity arrangements), other than any customary Tax indemnification provisions in Ordinary Course of Business commercial agreements or arrangements that are not primarily related to compensate Taxes. (h) Neither Apricus nor any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or its Subsidiaries has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which is Apricus). Neither the Apricus nor any of its Subsidiaries has any material Liability for the Taxes of any Person (other than the Company and any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law) or as a transferee or successor. (i) Neither Apricus nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 1504 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the last two years or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in connection with the Merger. (j) Neither Apricus nor any of its Subsidiaries has entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). (k) Neither Apricus nor any of its Subsidiaries has a permanent establishment or is resident for Tax purposes in a non-U.S. jurisdiction that is outside of its jurisdiction or territory of incorporation or formation. 46 Exhibit 2.1 (l) Neither Apricus nor any of its Subsidiaries (or any of their respective predecessors) (i) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code, other than an affiliated group or (ii) was created or organized in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to the dual charter provision of which Treasury Regulations Section 301.7701-5(a). (m) Except as set forth on Section 3.16(m) of the Company is Apricus Disclosure Schedule, no entity classification election pursuant to Treasury Regulations Section 301.7701-3 has been filed with respect to Apricus or any of its Subsidiaries. (n) Neither Apricus nor any of its Subsidiaries has knowledge of any facts or has taken or agreed to take any action that would reasonably be expected to prevent or impede the common parent.Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. 3.17

Tax Matters. All Tax Returns required to be filed by or on behalf of any of prior to the Acquired Corporations with any Governmental Body date hereof with respect to the Company or any taxable period ending on of its income, properties, franchises or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) operations have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when timely filed, each such Tax Return has been prepared in compliance in all material respects in compliance with all applicable Legal Requirementslaws and regulations, and all such Tax Returns are true and accurate in all material respects. All amounts shown Taxes due and payable by or with respect to the Company have been paid or are accrued on the Acquired Corporation Returns to be due on or before the Closing Date have been Current Balance Sheet or will be paid accrued on or before its books and records as of the Closing Datesubject to customary year end adjustments and accruals for current year Taxes. The Company Financial Statements fully accrue all actual and contingent liabilities Except as set forth in SCHEDULE 5.19 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 all periods through 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 dates thereof Company; (iii) the Company has not consented to extend the time in accordance with GAAP. There are which any Taxes may be assessed or collected by any taxing authority; (iv) the Company has not requested or been granted an extension of the time for filing any Tax Return to a date later than the Closing Date; (v) there is no unsatisfied liabilities action, suit, taxing authority proceeding, or audit or claim for material Taxes (including liabilities for interestrefund now in progress, additions pending or, to tax and penalties thereon and related expenses) the knowledge of the Shareholders, threatened against or with respect to the Company regarding Taxes; (vi) the Company has not made an election or filed a consent under Section 341(f) of the Code (or any notice corresponding provision of deficiency state, local or similar document received by any Acquired Corporation with respect foreign law) on or prior to any material Tax the Closing Date; (vii) there are no Liens for Taxes (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver payable and delinquent) upon the assets of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect Company; (by viii) the Company will not be required (A) as result of a change in method of accounting for a taxable period ending on or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, prior to the Company's knowledgeClosing Date, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required 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 tax taxable period (or portion thereof) pursuant to Section 481 beginning after the Closing Date or 263A of the Code or any comparable provision under state or foreign Tax laws (B) as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any "closing agreement,"as described in Section 7121 of the Acquired Corporations thatCode (or any corresponding provision of state, considered individually local or considered collectively with foreign law), to include any other such Contracts, will, item of income or could reasonably be expected to, give rise directly exclude any item of deduction from any taxable period (or indirectly to portion thereof) beginning after the payment Closing Date; (ix) the Company has not been a member of any amount that would not be deductible pursuant to an affiliated group (as defined in Section 280G or Section 162(m) 1504 of the Code. None of ) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) the Acquired Corporations Company is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, not a party to or bound by any tax indemnity agreement, allocation or tax sharing agreement, tax allocation agreement or similar Contract has any current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) there are no material 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 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) none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any Shareholders is a "CONTROLLED CORPORATIONforeign person" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 1445 of the Code, other than an affiliated group of which ; (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 common parentCompany 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 (xviii) no Arizona sales or use tax, Arizona non-recurring intangibles tax, Arizona documentary stamp tax or other Arizona excise tax (or comparable tax imposed by the State of Arizona) will be payable by any of the AVS Companies merely by virtue of the transactions contemplated in this Agreement.

Tax Matters. All (a) Except as set forth on Schedule 4.10(a), (i) each of the La Grange Entities has filed when due, after giving effect to applicable extensions, all material Tax Returns required to be filed by with the IRS or on behalf of any other applicable taxing authority through the date hereof; (ii) all such Tax Returns are true, complete and correct in all material respects; (iii) each of the Acquired Corporations with La Grange Entities has timely paid or has provided an accrual for all Taxes which are or have become due (whether or not shown on any Governmental Body with respect such Tax Return), and has withheld and paid to the appropriate taxing authority any taxable period ending Tax that it is required by Applicable Law to withhold and pay to a taxing authority on or before the Closing Date date hereof other than, in either case, those (x) which, if not paid, would not have a La Grange Material Adverse Effect or (y) which are being contested in good faith; (iv) no claim has been made by any taxing authority in a jurisdiction in which any of the "ACQUIRED CORPORATION RETURNS"La Grange Entities does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction; (v) none of the La Grange Entities has entered into any agreement or arrangement with any tax authority that requires any of the La Grange Entities to take or refrain from taking any action; (avi) have been none of the La Grange Entities is a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment of Tax losses, entitlements to refunds or similar Tax matters; and (vii) none of the La Grange Entities that is not a corporation has elected or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns elect to be due on or before treated as a corporation. None of the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities La Grange Entities has any material liability for Taxes with other than those incurred in the ordinary course of business and in respect to all periods through the dates thereof of which adequate reserves are being maintained in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities liens for Taxes asserted under upon any such notice asset of deficiency or similar document which are being contested in good faith by any of the Acquired Corporations and with respect La Grange Entities except for liens arising as a matter of Applicable Law relating to which adequate reserves for payment have been established)current Taxes not yet due. There are no liens for material Taxes upon that will be imposed on any of the assets La Grange Entities in connection with the execution of this Agreement or the Other Transaction Documents or in connection with any of the Acquired Corporations except liens for current Taxes not yet due and payabletransaction contemplated hereby or thereby. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other PersonExcept as set forth on Schedule 4.10(a), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of La Grange Entities currently is the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor beneficiary of any extension of the Acquired Corporations that, considered individually or considered collectively with time within which to file any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentTax Return.

Tax Matters. All (a) WABC and each WABC Subsidiary have timely filed federal income tax returns for each year through December 31, 1995 and have timely filed, or caused to be filed, all other federal, state, county, local and foreign tax returns (including, without limitation, estimated tax returns, returns required under sections 1441-1446 and 6031-6060 of the Code and the regulations thereunder and any comparable state, foreign and local laws, any other information returns, withholding tax returns, FICA and FUTA returns and back up withholding returns required under section 3406 of the Code and any comparable state, foreign and local laws) required to be filed with respect to WABC or any WABC Subsidiary, including, without limitation, estimated tax, use tax, excise tax, real property and personal property tax reports and returns, employer's withholding tax returns, other withholding tax returns and Federal Unemployment Tax Returns Returns, and all other reports or other information required to be filed by or on behalf each of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)them, and (b) have beeneach such return, report or will be when filed, prepared other information is complete and accurate in all material respects in compliance with all applicable Legal Requirementsrespects. All amounts shown on taxes, fees and other governmental charges, including any interest and penalties thereon, due in respect of the Acquired Corporation Returns to be due on or before the Closing Date periods covered by such tax returns have been paid or will be paid on or before adequate reserves have been established for the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestpayment of such amounts, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under except where any such notice of deficiency failure to pay or similar document which establish adequate reserves, except those that are being contested in good faith by faith, which contested matters existing as of the Acquired Corporations and with respect to which adequate reserves for payment date hereof have been established). There are no liens for material Taxes upon disclosed to ValliCorp in writing and through the Effective Date any other contested matters will have been disclosed to ValliCorp in writing, and, as of the assets of any of the Acquired Corporations except liens for current Taxes not yet Effective Date, all taxes due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into subsequent periods ending on or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the ClosingClosing Date will have been paid or adequate reserves will have been established for the payment thereof. There is no agreement, plan, arrangement WABC or other Contract covering the WABC Subsidiaries have not been requested to give any employee or independent contractor or former employee or independent contractor currently effective waivers extending the statutory period of limitation applicable to any tax return required to be filed by any of them for any period and, as of the Acquired Corporations that, considered individually or considered collectively date of this Agreement and the Effective Date (except as disclosed to ValliCorp in writing with respect to occurrences after the date hereof) (A) there are no claims pending against WABC and the WABC Subsidiaries for any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to alleged deficiency in the payment of any amount taxes, and, except as Previously Disclosed, WABC does not know of any pending or threatened audits, investigations or claims for unpaid taxes or relating to any liability in respect of any taxes; and (B) to the knowledge of WABC, there have been no events, including a change in ownership, that would not be deductible pursuant to Section 280G or Section 162(m) result in a reappraisal and establishment of a new base-year full value for purposes of Articles XIII.A of the CodeCalifornia Constitution, of any real property with a book value in excess of $250,000 owned in whole or in part by WABC and the WABC Subsidiaries or to the best of WABC's knowledge, of any real property with aggregate remaining lease payments of $250,000 or more leased by WABC and the WABC Subsidiaries. None of the Acquired Corporations is a party to Neither WABC nor any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, WABC Subsidiary will have any liability or obligation under for any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None such taxes in excess of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentamounts so paid or reserves or accruals so established.

Tax Matters. All (a) Stockholder Representative shall prepare or cause to be prepared all Tax Returns required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to Company and SilvaGas Corporation for any taxable period periods ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will that are required to be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before after the Closing Date and shall deliver a draft of each such Tax Return to Parent at least 30 days before the date such returns are required to be filed (taking into account any applicable extensions); provided, however, that Stockholder Representative shall deliver a draft of any such Tax Returns relating to payroll Taxes as promptly as practicable in advance to the date such returns are required to be filed. Unless otherwise required by Law, all such Tax Returns shall be prepared consistently with past practice to the extent such past practice is reasonable. Stockholder Representative shall permit Parent to review each such Tax Return prior to filing and shall reflect all reasonable comments made by Parent in good faith on such Tax Return, which such comments are received by Stockholder Representative no fewer than five (5) days prior to the date such return is required to be filed (taking into account any applicable extensions); provided, however, that to the extent the positions taken on such Tax Return could reasonably be expected to have been an adverse impact on Parent, its Subsidiaries or will be paid on its Affiliates for any period or before portion thereof beginning after the Closing Date, such Tax Return shall not be filed without Parent’s approval (for purposes of this Section 8.7(a), an “adverse impact on Parent, its Subsidiaries or Affiliates” shall not include a reduction in the availability or amount of losses or loss carryforwards of Company or its Subsidiaries arising in a Pre-Closing Tax Period that would otherwise have carried over to Parent, its Subsidiaries or its Affiliates as a result of the Transaction), such approval not to be unreasonably withheld. The Company Financial Statements fully accrue Parent shall timely file or cause to be filed such Tax Returns. Parent shall timely pay or cause to be paid all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestTax Returns which Stockholder Representative is obligated to prepare and file or cause to be prepared and filed pursuant to this Section 8.7(a); provided, additions however, that Parent shall be entitled to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any be reimbursed out of the assets of Escrow Account, within fifteen (15) days after the date on which such Taxes are paid, an amount equal to such Taxes paid by Parent (excluding any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent amounts indemnifiable pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, 12.10 and none of the Acquired Corporations will be, required to include excluding any adjustment in taxable income for any tax period (interest or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws penalties incurred as a result of transactions a delay in filing such Tax Return that is not caused by Stockholder Representative, Company or events occurringits Subsidiaries); and provided, or accounting methods employedfurther, prior that Parent shall be entitled to recover from the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor Principal Stockholder the amount of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible Taxes indemnifiable pursuant to Section 280G or Section 162(m12.10, in which case the Principal Stockholder shall reimburse Parent for such Taxes within fifteen (15) of days after the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of date on which the Company is the common parentsuch Taxes are paid.

Tax Matters. All 4.10.1 CMS Bancorp and CMS Bank are members of the same affiliated group within the meaning of Code Section 1504(a). Each of CMS Bancorp and the CMS Bancorp Subsidiaries has timely filed all Tax Returns required by applicable law to be filed by them in respect of all applicable Taxes required to be paid through the date hereof and will timely file any such Tax Returns required to be filed prior to the Effective Time of the Merger with respect to Taxes required to be paid through the Effective Time of the Merger, in each case, taking into account any extension of time within which to file which has not expired. CMS Bancorp and the CMS Bancorp Subsidiaries have paid, or where payment is not required to have been made, have set up an adequate reserve or accrual for the payment of, all Taxes required to be paid in respect of the periods covered by such Tax Returns and, as of the Effective Time of the Merger, will have paid, or where payment is not required to have been made, will have set up an adequate reserve or accrual for the payment of, all Taxes for any subsequent periods ending on behalf or prior to the Effective Time of the Merger (for the purpose of clarification, no reserve or accrual described by this sentence will be required to account for any Taxes attributable to any action taken by Xxxxxx on or after the Closing Date). Neither CMS Bancorp nor any of the Acquired Corporations with CMS Bancorp Subsidiaries will have any Governmental Body liability outside the ordinary course of business for any such Taxes in excess of the amounts so paid or reserves or accruals so established (any liability arising from actions taken by Xxxxxx not constituting a “liability” for purposes of this sentence). As of the date hereof, except as disclosed in Section 4.10.1 of the CMS Bancorp Disclosure Schedule, there is no audit, examination or deficiency or refund litigation with respect to any taxable period ending on Tax Returns filed by CMS Bancorp or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person)CMS Bancorp Subsidiaries, and no neither CMS Bancorp nor the CMS Bancorp Subsidiaries have received any notice that any such extension audit, examination, deficiency or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding refund litigation is pending or, to the Company's knowledge, has been or threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income there is no reasonable basis for any tax Tax authority to assess any additional Taxes for any period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign for which Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it Returns have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentfiled.

Tax Matters. All Each of Seller and its Subsidiaries and all members of any consolidated, affiliated, combined or unitary group of which Seller or any of its Subsidiaries is or at any time was a member have filed or will file all Tax Returns required to be filed (taking into account permissible extensions) by them on or prior to the Effective Time, and have paid (or have accrued or will accrue, prior to the Effective Time, amounts for the payment of) all Taxes relating to the time periods covered by such returns and reports. The accrued taxes payable accounts for Taxes reflected on the Latest Seller Balance Sheet (or the notes thereto) are sufficient for the payment of all unpaid Taxes of Seller and its Subsidiaries accrued for or applicable to all periods ended on or prior to the date of the Latest Seller Balance Sheet or which may subsequently be determined to be owing with respect to any such period. None of Seller or its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to an assessment or deficiency for Taxes. Each of Seller and its Subsidiaries has paid or will pay in a timely manner and as required by law all Taxes due and payable by it or which it is obligated to withhold from amounts owing to any employee or third party. All Taxes which will be due and payable, whether now or hereafter, for any period ending on, prior to or including the Effective Time, shall have been paid by or on behalf of any Seller and its Subsidiaries or shall be reflected on the books of Seller and its Subsidiaries as an accrued Tax liability determined in a manner which is consistent with past practices and the Latest Balance Sheets, without taking account of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPMerger. There are no unsatisfied liabilities for material Taxes (including liabilities for interestunresolved questions, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency claims or similar document received disputes asserted by any Acquired Corporation with respect to any material Tax (other than liabilities relevant taxing authority concerning the liability for Taxes asserted under any such notice of deficiency Seller or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Taxits Subsidiaries. None of the Acquired Corporations Seller or its Subsidiaries has entered into or become bound by any agreement or consent pursuant to made an election under Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income Code for any tax period (or portion thereof) pursuant to Section 481 or 263A taxable years not yet closed for statute of limitations purposes. In the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, five years prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor date of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have no demand or claim has been made against Seller or any liability of its Subsidiaries with respect to any Taxes arising out of membership or obligation under participation in any tax indemnity agreementconsolidated, tax sharing agreementaffiliated, tax allocation agreement combined or similar Contract. None unitary group of the Acquired Corporations has made which Seller or any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has its Subsidiaries was at any time been a member member. As of an affiliated group the date hereof, Seller has no reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 1504 368 of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All The Company has filed all Tax Returns which it is required to be filed by file under applicable laws, or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) has requested extensions for filing such Tax Returns; all such Tax Returns are true and accurate and have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts laws; the Company has paid all Taxes due and owing by it (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authorities all Taxes which it is required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third parties; and since December 31, 1999, the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual charges, accruals and contingent liabilities reserves for Taxes with respect to all periods through the dates thereof Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in accordance with GAAPa jurisdiction where the Company does not file tax returns that such corporation is or may be subject to taxation by that jurisdiction. There are no unsatisfied liabilities for material Taxes (including liabilities for interestforeign, additions to federal, state or local tax and penalties thereon and related expenses) audits or administrative or judicial proceedings pending or being conducted with respect to the Company; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice of deficiency indicating an intent to open an audit or similar document other review has been received by the Company from any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency foreign, federal, state or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established)local taxing authority. There are no liens for material Taxes upon any unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the assets Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; or (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension Internal Revenue Code or waiver any similar provision of the limitation period applicable to any state, local or foreign law by reason of the Acquired Corporation Returns has been granted and is currently a change in effect (accounting method initiated by the Company or any other Person)of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is application pending or, with any taxing authority requesting permission for any changes in accounting methods that relate to the Company's knowledge, has been threatened against business or with respect to any Acquired Corporation in respect of any material Tax. None operations of the Acquired Corporations Company. The Company has entered into or become bound by any agreement or consent pursuant to Section not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. None The Company is not liable for the Taxes of another person that is not a subsidiary of the Acquired Corporations has beenCompany under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, and none of the Acquired Corporations will belocal or foreign law), required (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to include any adjustment in taxable income for any tax period (sharing agreement. The Company has not made any payments, is obligated to make payments or portion thereof) pursuant is a party to Section 481 or 263A of the Code or an agreement that could obligate it to make any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount payments that would not be deductible pursuant to Section under 280G or Section 162(m) of the Internal Revenue Code. None For purposes of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to this Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.4.14:

Tax Matters. All Tax Returns required 5.7.1 Pxxxx Bankshares and the Pxxxx Subsidiaries are members of the same affiliated group within the meaning of Code Section 1504(a). Pxxxx Bankshares, on behalf of itself and the Pxxxx Subsidiaries, has timely filed or caused to be filed by all Tax Returns (including, but not limited to, those filed on a consolidated, combined or on behalf of any of the Acquired Corporations with any Governmental Body with respect unitary basis) required to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been filed by Pxxxx Bankshares and the Pxxxx Subsidiaries prior to the date hereof, or will be filed on or before the applicable due date (including any requests for extensions of to file such due date)returns and reports have been timely filed. All such Tax Returns are true, correct, and (b) have been, or will be when filed, prepared complete in all material respects in compliance with respects. Pxxxx Bankshares and the Pxxxx Subsidiaries have timely paid or, prior to the Effective Time will pay, all applicable Legal Requirements. All amounts Taxes, whether or not shown on the Acquired Corporation Returns such returns or reports, due or claimed to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect Governmental Entity prior to any material Tax (the Effective Time other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by faith. Pxxxx Bankshares and the Acquired Corporations and with respect to which adequate reserves for payment Pxxxx Subsidiaries have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation declared on their Tax Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or all positions taken therein that could reasonably be expected to, give rise directly or indirectly to the payment a substantial underpayment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group United States Federal Income Tax within the meaning of Section 1504 6662 of the CodeCode (or any corresponding provision of state or local laws). The unpaid accrued but unpaid Taxes of Pxxxx Bankshares and the Pxxxx Subsidiaries did not, as of the most recent Pxxxx Financial Statements, 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 face of the most recent Pxxxx Bankshares balance sheet (rather than in any notes thereto). Pxxxx Bankshares and the Subsidiaries are subject to Tax audits in the ordinary course of business. Pxxxx Bankshares management does not believe that an adverse resolution to any of such audits of which it has Knowledge would be reasonably likely to have a Material Adverse Effect on Pxxxx Bankshares. Pxxxx Bankshares and the Pxxxx Subsidiaries have not been notified in writing by any jurisdiction that the jurisdiction believes that Pxxxx Bankshares or any of the Pxxxx Subsidiaries were required to file any Tax Return in such jurisdiction that was not filed. Neither Pxxxx Bankshares nor any of the Pxxxx Subsidiaries (A) has been a member of a group with which they have filed or been included in a combined, consolidated or unitary income Tax Return other than an affiliated a group the common parent of which was Pxxxx Bankshares or (B) has any liability for the Company Taxes of any Person (other than Pxxxx Bankshares or any of the Pxxxx Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise. As of the date hereof, all deficiencies proposed in writing as a result of any audits have been paid or settled. There are no written claims or assessments pending against Pxxxx Bankshares or any Pxxxx Subsidiary for any alleged deficiency in any Tax, and neither Pxxxx Bankshares nor any Pxxxx Subsidiary has been notified in writing of any proposed Tax claims or assessments against Pxxxx Bankshares or any Pxxxx Subsidiary. Pxxxx Bankshares and the Pxxxx Subsidiaries each have duly and timely withheld, collected and paid over to the appropriate taxing authority all amounts required to be so withheld and paid under all applicable laws, and have duly and timely filed all Tax Returns with respect to such withheld Taxes, within the time prescribed under any applicable law. Pxxxx Bankshares and the Pxxxx Subsidiaries have delivered to Town Square Financial true and complete copies of all Tax Returns of Pxxxx Bankshares and the Pxxxx Subsidiaries for taxable periods ending on or after December 31, 2008. Neither Pxxxx Bankshares nor any of the Pxxxx Subsidiaries is or has been a party to any “reportable transaction,” as defined in Code § 6707A(c)(1) and Treas. Reg. § 1.6011-4(b). Neither Pxxxx Bankshares nor any of the common parentPxxxx 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 Code § 361. Neither Pxxxx Bankshares nor any of the Pxxxx Subsidiaries has been a United States real property holding corporation within the meaning of Code § 897(c)(2) during the applicable period specified in Code § 897(c)(1)(A)(ii).

Tax Matters. All Tax Returns required to be filed by or on behalf of any of The CCBU Parties and the Acquired Corporations CCBCC Parties are equally sharing the liability for all transfer, sales, use, stamp, conveyance, recording, registration, documentary, filing and other similar Taxes arising in connection with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under by this AgreementAgreement (“Transaction Taxes”). If the CCBU Parties have the primary responsibility to collect and/or pay the Transaction Taxes to the appropriate Tax jurisdiction, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None the CCBU Parties shall provide the CCBCC Parties with the calculation of the Acquired Corporations has made applicable Transaction Taxes (together with reasonable supporting documentation if requested by the CCBCC Parties) and the CCBCC Parties shall reimburse the CCBU Parties for their fifty percent (50%) share of the liability with respect to such Transaction Taxes within thirty (30) days after receiving the calculation thereof. Conversely, if the CCBCC Parties have the primary responsibility to collect and/or pay the Transaction Taxes to the appropriate Tax jurisdiction, the CCBCC Parties shall provide the CCBU Parties with the calculation of the applicable Transaction Taxes (together with reasonable supporting documentation if requested by the CCBU Parties) and the CCBU Parties shall reimburse the CCBCC Parties for their fifty percent (50%) share of the liability with respect to such Transaction Taxes within thirty (30) days after receiving the calculation thereof. Each party shall remit the applicable Transaction Taxes to the appropriate Tax jurisdiction on a timely basis as required under Law. Each party shall promptly deliver notice to the other parties in the event it receives a notice from a Governmental Authority regarding any distribution of stock such Transaction Tax. In addition, in the event a Governmental Authority commences an audit in respect of any "CONTROLLED CORPORATION" as such Transaction Taxes, the CCBU Parties and the CCBCC Parties shall cooperate to produce documentation to support that term the Transaction Tax was satisfied or arose from a transaction that is defined in Section 355(a)(1) nontaxable. Each of the Code. None of CCBCC Parties and the Acquired Corporations has at any time been a member of CCBU Parties agrees to timely sign and deliver (or to cause to be timely signed and delivered) such certificates or forms as may be necessary or appropriate to establish an affiliated group within the meaning of Section 1504 of the Codeexemption from (or otherwise reduce), other than an affiliated group of which the Company is the common parentor file Tax Returns with respect to, such Transaction Taxes.

Tax Matters. All Except as set forth on Schedule 5.15, SELLER and the Equityholders (A) have timely paid all income Taxes and other Taxes required to be paid by them through the date hereof (including any Taxes shown due on any Tax Return) and (B) have filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by or on behalf of any of them with the Acquired Corporations with any appropriate Governmental Body with respect Authorities in all jurisdictions in which such Tax Returns are required to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)filed, and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirementssuch Tax Returns are true and complete. All amounts Taxes shown on the Acquired Corporation Returns to be due on each of the Tax Returns filed by SELLER or before the Closing Date Equityholder has been timely paid in full. Except as set forth on Schedule 5.15, (i) no Liens have been filed and SELLER or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith Equityholders have not been notified by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company Internal Revenue Service or any other Persontaxing authority that any issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any Tax Return SELLER (or the failure to file a Tax Return), and no such extension waivers of statutes of limitations have been given or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect SELLER; (ii) there are no pending Tax audits of any material Tax. None Tax Returns of SELLER; (iii) no unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against SELLER; (iv) SELLER has made full and adequate provision (x) on the Acquired Corporations has entered into or become bound Latest Balance Sheet for all Taxes payable by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income them for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, all periods prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any date of the Acquired Corporations that, considered individually Latest Balance Sheet and (y) on their books for all Taxes payable by them for all periods beginning on or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to after the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) date of the Code. None Latest Balance Sheet; (v) SELLER has not nor will it incur any Tax Liability from and after the date of the Acquired Corporations Latest Balance Sheet other than Taxes incurred in the Ordinary Course of Business and consistent with previous years; (vi) SELLER has not been nor is now a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group “personal holding company” within the meaning of Section 1504 542 of the Code or a United States “real property holding corporation” within the meaning of Section 897 of the Code; (vii) SELLER and the Equityholders and their respective predecessors have complied in all respects with all applicable Laws relating to the collection or withholding of Taxes (such as sales Taxes or withholding of Taxes from the wages of employees) and SELLER is not liable for any Taxes for failure to comply with such Laws; (viii) SELLER is not now nor has been a party to any Tax sharing, allocation or distribution agreement; (ix) SELLER has no obligation to make (or possibly make) any payments that will be non-deductible under, or would otherwise constitute a “parachute payment” within the meaning of, Section 280G of the Code (or any corresponding provision of state, local or foreign income Tax law); (x) SELLER has not agreed to and SELLER is not required to make any adjustments pursuant to Section 481 of the Code, and neither the Internal Revenue Service nor any other than an affiliated group taxing authority has proposed any such adjustments or changes in the accounting methods of which SELLER. SELLER has not made any election to be treated as a pass thru entity under Section 1362 of the Company is the common parentCode.

Tax Matters. All Tax Returns required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) Except as set forth on the attached "Taxes Schedule": the -------------- Company, each Subsidiary and each Affiliated Group have been or will be filed on or before the all Tax Returns which they are required to file under applicable due date (including any extensions of laws and regulations; all such due date), Tax Returns are complete and (b) have been, or will be when filed, prepared correct in all material respects and have been prepared in compliance with all applicable Legal Requirements. All amounts laws and regulations in all material respects; the Company, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authority all Taxes which they are required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third party; neither the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestCompany, additions to tax and penalties thereon and related expenses) any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any notice Taxes or agreed to any extension of deficiency or similar document received by any Acquired Corporation time with respect to any material Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for Taxes other than liabilities in the ordinary course of business; the assessment of any additional Taxes for Taxes asserted under any such notice of deficiency or similar document periods for which are being contested in good faith Tax Returns have been filed by the Acquired Corporations Company, each Subsidiary and with respect each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to which adequate reserves for payment timing differences between book and Tax income); the federal income Tax Returns of the Company and its Subsidiaries have been established). There are no liens audited and closed for material Taxes upon any all tax years through 1998; to the best of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company, any Acquired Corporation in respect of Subsidiary or any material Tax. None of the Acquired Corporations Affiliated Group; no information related to Tax matters has entered into or become bound been requested by any agreement foreign, federal, state or consent pursuant local taxing authority; no written notice indicating an intent to Section 341(f) of open an audit or other review has been received by the Code. None of Company from any foreign, federal, state or local taxing authority; and there are no material unresolved questions or claims concerning the Acquired Corporations has beenCompany's, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code Subsidiary's or any comparable provision under state or foreign Affiliated Group Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentliability.

Tax Matters. All Except as disclosed in the Bema Disclosure Letter, Bema and the Bema Subsidiaries have filed or caused to be filed, and will continue to file and cause to be filed, in a timely manner all Tax Returns required to be filed by or on behalf them (all of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), which Tax Returns were correct and (b) have been, or will be when filed, prepared complete in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns and no material fact has been omitted therefrom) and have paid, collected, withheld or remitted, or caused to be paid, collected, withheld or remitted, all Taxes that are due on or before the Closing Date have been or will be paid on or before the Closing Dateand payable, collectible and remittable. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect No extension of time in which to all periods through the dates thereof file any Tax Returns is in effect. Bema has provided adequate accruals in accordance with GAAPCanadian GAAP in its published consolidated financial statements for any Taxes for the period covered by such financial statements which have not been paid, whether or not shown as being due on any Tax Returns. There are Since such publication date, no unsatisfied liabilities material liability for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency not reflected in such consolidated financial statements has been incurred or similar document received accrued by any Acquired Corporation with respect to any material Tax (Bema or the Bema Subsidiaries other than liabilities in the ordinary course of business. No lien for Taxes asserted under any such notice of deficiency has been filed or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves exists other than for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension Except as disclosed in the Bema Disclosure Letter, there are no reassessments of Taxes in respect of Bema or waiver the Bema Subsidiaries that have been issued and are outstanding and there are no outstanding issues which have been raised and communicated to Bema or any Bema Subsidiary by any Governmental Entity for any taxation year in respect of the limitation period applicable to which a Tax Return of Bema or any of the Acquired Corporation Returns Bema Subsidiary has been granted and is currently audited. Except as disclosed in effect (by the Company Bema Disclosure Letter, no Governmental Entity has challenged, disputed or questioned Bema or any Bema Subsidiary in respect of Taxes or Tax Returns. Except as disclosed in the Bema Disclosure Letter, none of Bema or any Bema Subsidiary is negotiating any draft assessment or reassessment with any Governmental Entity. Except as disclosed in the Bema Disclosure Letter, Bema is not aware of any contingent liabilities for Taxes or any grounds for an assessment or reassessment of Bema or any Bema Subsidiary, including, without limitation, unreported benefits conferred on any shareholder, aggressive treatment of income, expenses, credits or other Person)claims for deduction under any return or notice other than as disclosed in the Financial Statements. Except as disclosed in the Bema Disclosure Letter, and no such extension or waiver neither Bema nor any Bema Subsidiary has been requested received any indication from any Acquired Corporation. No claim Governmental Entity that an assessment or Legal Proceeding reassessment of Bema or any Bema Subsidiary is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation proposed in respect of any material TaxTaxes, regardless of its merits. None of Except as disclosed in the Acquired Corporations Bema Disclosure Letter, neither Bema nor any Bema Subsidiary has entered into executed or become bound by filed with any Governmental Entity any agreement or consent waiver extending the period for assessment, reassessment or collection of any Taxes. All taxation years up to and including the taxation year ended 1998 are considered closed by Canadian federal and provincial governmental bodies for the purposes of all Taxes. Bema and each Bema Subsidiary has withheld from each payment made to any of its present or former Employees, officers and directors, and to all other persons all amounts required by law to be withheld, and furthermore, has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Entity. Bema and each Bema Subsidiary has remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable by it in respect of its employees and has remitted such amounts to the proper Governmental Entity within the time required under the applicable legislation. Bema and each Bema Subsidiary has charged, collected and remitted on a timely basis all Taxes as required under applicable legislation on any sale, supply or delivery whatsoever, made by them. Bema and each Bema Subsidiary will not at any time be deemed to have a capital gain pursuant to Section 341(fsubsection 80.03(2) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code Tax Act or any comparable analogous provincial legislative provision under state or foreign Tax laws as a result of transactions any transaction or events occurring, event taking place in any taxation year ending on or accounting methods employed, prior to before the ClosingEffective Date. There is are no agreement, plan, arrangement circumstances existing which could result in the application of section 78 or other Contract covering any employee or independent contractor or former employee or independent contractor of any 160 of the Acquired Corporations thatTax Act or any equivalent provincial provision to Bema or any Bema Subsidiary. Neither Bema nor any Bema Subsidiary has participated, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment through a partnership, in a transaction or series of any amount that would not be deductible pursuant to Section 280G or Section 162(mtransactions contemplated in subsection 247(2) of the CodeTax Act or any analogous provincial legislative provision. None In respect of the Acquired Corporations is Bema Subsidiaries, no transaction has been entered into without a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentvalid business purpose.

Tax Matters. All The Company and its Subsidiaries have (i) duly filed with the appropriate Governmental Entities all material Tax Returns required to be filed, and such filed Tax Returns are correct and complete in all material respects, (ii) duly paid in full or made adequate provision for the payment of all material Taxes for all periods at or prior to September 30, 2011 and (iii) duly withheld and paid all material Taxes required by applicable law to have been withheld and paid in connection with amounts paid or on behalf of owing to any employee, independent contractor, creditor, or other third party. No material written claim is currently being made by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The liabilities and reserves for Taxes reflected in the Acquired Corporations with balance sheet included in the Company Reports are adequate to cover all material Taxes of the Company and its Subsidiaries for all periods ending at or prior to the date of such balance sheet and there are no material Liens for Taxes upon any Governmental Body property or asset of either of the Company or any of its Subsidiaries, except for Permitted Liens for Taxes. No audit or administrative or judicial Tax proceeding is pending or being conducted with respect to the Company or any taxable period ending on of its Subsidiaries. Neither the Company nor any Subsidiary has received any written notice indicating an intent to open an audit or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)other review, and (b) have beena request for information related to Tax matters, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by proposed adjustment for any Acquired Corporation with respect to any amount of material Tax (proposed, asserted or assessed. The Company has made available to Parent correct and complete copies of all federal income Tax Returns filed prior to the date hereof for the years 2008 through 2011 and for all other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by open years. Neither the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon Company nor any of the assets of its Subsidiaries has any of the Acquired Corporations except liens request for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation a material ruling in respect of Taxes pending before any material TaxGovernmental Entity. None of Neither the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of Company nor any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations its Subsidiaries is a party to any Contractagreement providing for the allocation or sharing of Taxes with or, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 Treasury Regulation section 1.1502-6, is liable for the Taxes of, any entity that is not, directly or indirectly, the Company or a Subsidiary of the CodeCompany (excluding customary Tax indemnification provisions in commercial Contracts not primarily relating to Taxes). None Neither the Company nor any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” in a distribution occurring during the last two (2) years in which the parties to such distribution treated the distribution as one to which Section 355 of the Acquired Corporations is, or has ever been, Code is applicable. Neither the Company nor any Subsidiary is a party to or bound by any tax indemnity agreement, tax sharing agreementcontract, tax allocation agreement arrangement or similar Contract and none plan that has resulted or would result, whether as a result of the Acquired Corporations has orMerger or the Transactions, by reason separately or in the aggregate, in the payment of the consummation of the transactions contemplated under this Agreement, will have (i) any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group “excess parachute payment” within the meaning of Code Section 1504 280G or (ii) any amount that will not be fully deductible as a result of Code Section 162(m). Except as expressly set forth in Section 3.12, this Section 3.18 constitutes all of the Code, other than an affiliated group representations and warranties of which the Company is the common parentwith respect to Taxes, and no other representation or warranty in this Agreement shall be construed to apply to any matter relating to Taxes.

Tax Matters. All Tax Returns federal, state and local tax returns and reports required as of the date hereof to be filed by or on behalf Seller and Parent and their respective subsidiaries for taxable periods ending prior to the date hereof have been duly and timely filed by Seller and Parent and their respective subsidiaries (except where such party has obtained an extension to file) with the appropriate governmental agencies, and all such returns and reports are true, correct and complete in all material respects. All federal, state and local income, profits, franchise, sales, use, occupation, property, excise, payroll, withholding, employment, estimated and other taxes of any of nature, including interest, penalties and other additions to such taxes (“Taxes”), payable by, or due from, Seller and Parent and their respective subsidiaries for all periods prior to the Acquired Corporations with any Governmental Body date hereof have been fully paid or adequately reserved for by Seller and Parent and their respective subsidiaries or, with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) Taxes required to be accrued, Seller and Parent have been properly accrued or will be filed properly accrue such Taxes in the ordinary course of business consistent with past practice of Seller and Parent. Accruals for Taxes reflected on or before the books of Seller and Parent and their respective subsidiaries at the applicable due date (including any extensions of such due date), and (b) have been, or Closing will be when filed, prepared in adequate to pay all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be Taxes that thereafter become due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax Seller and penalties thereon Parent and related expenses) their respective subsidiaries or their assets or operations with respect to any notice of deficiency periods prior to the applicable Closing. No liens, claims or similar document received by any Acquired Corporation with respect to any material Tax encumbrances for unpaid Taxes (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due or payable) shall attach to or affect the Conveyed Property. For each year preceding calendar year 2005, and payable. No extension within the time prescribed by applicable law, rule or waiver of regulation, Seller has transmitted to the limitation period applicable Internal Revenue Service and to any of the Acquired Corporation Returns has been granted and is currently in effect (each Obligor a Form 1098 or other form approved by the Company or any other Person), and no Internal Revenue Service setting forth the amount of interest paid by such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, Obligor to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other Seller during such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentcalendar year.

Tax Matters. All Tax Returns taxes arising under the Code Generale des Imports or any other jurisdiction within which the Seller is subject to tax including, without limitation, any income, profits, employment, social security, sales, use, occupation, excise, real property, personal property or ad valorem taxes or any license or franchise fees or taxes (collectively, "Taxes"), due and payable by the Seller have been paid; all Taxes not yet due have been fully accrued on the books of the Seller and adequate reserves have been established therefor; the charges, accruals and reserves which have been provided on the financial statements delivered pursuant hereto for all fiscal periods prior to and ending at June 30, 1997 and November 7, 1997, respectively, are adequate; there are no unpaid assessments for additional Taxes for any fiscal period nor is there any basis therefor not provided for in said financial statements. The Seller has duly and timely filed all federal, state, local and foreign income tax returns and all other returns heretofore required to be filed with respect to all Taxes. Attached hereto as Schedule 6.18 are copies of all foreign, federal, state and\or local tax returns filed by the Seller over the past three (3) years. There are no tax liens on any assets of the Seller and no basis exists for the imposition of any such liens. No adjustment of or deficiency for any Tax or claim for additional Taxes has been proposed, threatened, asserted or assessed against the Seller. The Seller is not involved in any dispute with any taxing authority as to Taxes of any nature. There are no audit examinations being conducted or threatened, and there is no deficiency or refund litigation or controversy in progress or threatened, with respect to any Taxes previously paid by the Seller or with respect to any tax returns previously filed by or on behalf of the Seller. The Seller has not filed any extension or waiver of any statute of limitations relating to the Acquired Corporations with assessment or collection of Taxes. There are in effect no powers of attorney or other authorizations to any Governmental Body persons to represent the Seller with respect to any taxable period ending on Tax. No consent, agreement or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have other undertaking has been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently Seller in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively connection with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentTax.

Tax Matters. All Tax Returns The Company has timely filed all federal, state, local ----------- and foreign income, excise and franchise tax returns, real estate and personal property tax returns, sales and use tax returns and other tax returns required to be filed by the Company and has paid all Taxes (as hereinafter defined) required to be paid by it through the date hereof whether disputed or not, except Taxes which have not yet accrued or otherwise become due, for which adequate provision has been made in the pertinent financial statements referred to in Section 2.5 above. The provision for Taxes on behalf the Base Balance Sheet is sufficient as of its date for the payment of all accrued and unpaid federal, state, county and local Taxes of any nature of the Acquired Corporations with Company as of the date of the Base Balance Sheet, and any Governmental Body with respect applicable Taxes owing to any taxable period ending on foreign jurisdiction, whether or before not assessed or disputed. All Taxes and other assessments and levies which the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) Company was or is required to withhold or collect have been or will be filed on or before the applicable due date (including any extensions of such due date), withheld and (b) collected and have been, or will be when filedbe, prepared timely paid over to the proper governmental authorities. Except as set forth in all material respects Schedule 2.10, the Company has ------------- not received notice of any audit or of any proposed deficiencies from the Internal Revenue Service or any other taxing authority (other than routine audits undertaken in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due ordinary course and which have been resolved on or before prior to the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPdate hereof). There are in effect no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) waivers of applicable statutes of limitations with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (owed by the Company or for any year. Neither the Internal Revenue Service nor any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding taxing authority is pending now asserting or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None best knowledge of the Acquired Corporations Company, threatening to assert against the Company any deficiency or claim for additional Taxes or interest thereon or penalties in connection therewith. Except as set forth on Schedule -------- 2.10, the Company has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time never been a member of an affiliated group within of corporations ---- filing a combined federal income tax return and does not have any liability for Taxes of any other person under Treasury Regulations (S) 1.1502.6 (or any similar provision of foreign, state or local law) or otherwise. The Company is not a party to any tax allocation or sharing arrangement. As of the meaning Closing (i) the Company will be a domestic C Corporation, (ii) the Company will not have, during the one-year period preceding the Closing, made any purchases of its own stock, (iii) the Company's (and any predecessor's) aggregate gross assets, as defined by Section 1504 1202(d)(2) of the Code, other than an affiliated group at no time between the date of which incorporation of the Company is and through the common parentClosing have exceeded $50,000,000, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Section 1202(d)(3) of the Code and (iv) the Company will be an eligible corporation, as defined by Section 1202(e)(4) of the Code.

Tax Matters. All The Company and each subsidiary has filed all Tax Returns which it is required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have file under applicable laws; all such Tax Returns are true and accurate and has been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authorities all Taxes which it is required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual charges, accruals and contingent liabilities reserves for Taxes with respect to all periods through the dates thereof Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in accordance with GAAPa jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no unsatisfied liabilities for material Taxes (including liabilities for interestforeign, additions to federal, state or local tax and penalties thereon and related expenses) audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any notice of deficiency or similar document received subsidiary; no information related to Tax matters has been requested by any Acquired Corporation with respect foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to any material Tax (open an audit or other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns review has been granted and is currently in effect (received by the Company or any other Person), and no such extension or waiver has been requested subsidiary from any Acquired Corporationforeign, federal, state or local taxing authority. No claim There are no material unresolved questions or Legal Proceeding is pending or, to claims concerning the Company's knowledge, Tax liability. The Company (A) has been threatened against not executed or with respect entered into a closing agreement pursuant to any Acquired Corporation in respect of any material Tax. None (section) 7121 of the Acquired Corporations Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has entered into not agreed to or become bound by is required to make any agreement or consent adjustments pursuant to Section (section) 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of (section) 897(c)(2) of the Internal Revenue Code during the applicable period specified in (section) 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under (section) 341(f) of the Internal Revenue Code. None The Company is not liable for the Taxes of another person that is not a subsidiary of the Acquired Corporations has beenCompany under (A) Treas. Reg. (section) 1.1502-6 (or comparable provisions of state, and none of the Acquired Corporations will belocal or foreign law), required (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to include any adjustment in taxable income for any tax period (sharing agreement. The Company has not made any payments, is obligated to make payments or portion thereof) pursuant is a party to Section 481 or 263A of the Code or an agreement that could obligate it to make any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount payments that would not be deductible pursuant to Section under (section) 280G or Section 162(m) of the Internal Revenue Code. None For purposes of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to this Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.4.14:

Tax Matters. All WBI and Bank report and are taxed as a “C” corporation and have timely filed all Tax Returns required to be filed by or on behalf of any of them through the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)hereof, and (b) have beenall such Tax Returns are true, or will be when filed, prepared complete and accurate in all material respects in compliance with respects. WBI and the Bank have timely paid and discharged all applicable Legal Requirements. All amounts Taxes shown on the Acquired Corporation Returns to be due on such returns and have timely paid all other Taxes as are due or before the Closing Date have been or will be paid on or before accruable through the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes , except (including liabilities for interest, additions to tax and penalties thereon and related expensesi) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which as are being contested in good faith by the Acquired Corporations appropriate proceedings and with respect to which WBI and the Bank are maintaining reserves adequate reserves for payment have been established). There their payment, or (ii) Taxes which are no liens for material Taxes upon any accruable through the Closing Date and which are properly shown on the books of WBI and the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person)Bank, and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending oras applicable, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, liability immediately prior to the Closing. There is no agreementThe liability for Taxes set forth on each Tax Return adequately reflects the Taxes required to be reflected on such Tax Return. WBI and the Bank have complied in all respects with all applicable laws, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly rules and regulations relating to the payment and withholding of any amount that would not be deductible Taxes (including, without limitation, withholding of Taxes pursuant to Section 280G or Section 162(m) Sections 1441 and 1442 of the Code) and have, within the time and manner prescribed by law, withheld and paid over to the proper Governmental Entity all amounts required to be withheld and paid over under all applicable laws. None No federal, state, local or foreign audits or other administrative proceedings or court proceedings (collectively, “Audits”) exist or have been initiated with regard to any Taxes or Tax Returns of WBI or the Bank, and neither WBI nor the Bank has received any notice that such an Audit is pending or threatened with respect to WBI or the Bank or any Tax Return required to be filed by or with respect to WBI or the Bank. Except as disclosed on Schedule 4.9 of the Acquired Corporations Disclosure Schedules, neither WBI nor the Bank is a party to any Contractto, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, bound by or has ever been, a party to or bound by any tax indemnity agreement, obligation under any tax sharing agreement, tax allocation indemnification agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability contract or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentarrangement.

Tax Matters. All (i) The Company has filed all Tax Returns which they are required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the file under applicable due date (including any extensions of laws and regulations; all such due date), Tax Returns are complete and (b) have been, or will be when filed, prepared correct in all material respects and have been prepared in compliance with all applicable Legal Requirements. All amounts laws and regulations in all material respects; the Company in all material respects has paid all Taxes due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authority all Taxes which it is required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third party; the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) has not waived any statute of limitations with respect to any notice Taxes or agreed to any extension of deficiency or similar document received by any Acquired Corporation time with respect to any Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company has not incurred any material Tax (liability for Taxes other than liabilities in the ordinary course of business; the assessment of any additional Taxes for Taxes asserted under any such notice of deficiency or similar document periods for which are being contested in good faith Tax Returns have been filed by the Acquired Corporations Company is not expected to exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to which adequate reserves for payment have been established). There are the Company, no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable information related to any of the Acquired Corporation Returns Tax matters has been granted requested by any foreign, federal, state or local taxing authority and is currently in effect (no written notice indicating an intent to open an audit or other review has been received by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim foreign, federal, state or Legal Proceeding is pending or, to local taxing authority; and there are no material unresolved questions or claims concerning the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentliability.

Tax Matters. All Tax Returns (a) Seller has duly filed all federal, foreign, state and local tax information and tax returns of any and every nature and description (the "Returns") required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date it (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of all such due date), returns being accurate and (b) have been, or will be when filed, prepared complete in all material respects in compliance with respects) and has duly paid or made provision for the payment of all applicable Legal Requirements. All amounts taxes and other governmental charges (including without limitation any interest, penalty or additions to tax thereto) which have been incurred or are shown on the Acquired Corporation Returns to be due on said Returns or before are claimed in writing to be due from Seller or imposed on Seller or its properties, assets, income, franchises, leases, licenses, sales or use, by any federal, state, local or foreign taxing authorities (collectively, the Closing Date have been or will be paid "Taxes") on or before prior to the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestdate hereof, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith and by the Acquired Corporations appropriate proceedings and with respect as to which Seller has set aside on its books adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable which may be attributable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have hereby. The amounts recorded as reserves for Taxes on a gross or net basis on the Latest Balance Sheet are sufficient in the aggregate for payment by Seller of all unpaid Taxes (including any liability interest or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None penalties thereon) for the period ended as of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) date of the CodeLatest Balance Sheet or for any year or period prior thereto. None Neither the IRS nor any state, local or foreign taxing authority has ever audited any income tax return of the Acquired Corporations has at any time been Seller, whether singly or as a member of an affiliated group within group. Except as set forth on the meaning "Tax Matters Schedule" attached hereto as Schedule 3.8, neither the IRS nor any foreign, state, local or other taxing authority is in the process of Section 1504 examining any federal, foreign, state, local or other tax return of Seller. There are no disputes pending, or claims asserted, for Taxes upon Seller. Seller has not been required to give any currently effective waivers extending the Codestatutory period of limitation applicable to any foreign, federal, state or local return or for any period or agreed to an extension of time with respect to a Tax assessment or deficiency. Seller has in effect no power of attorney or authorization to anyone to represent it with respect to any Taxes other than the Tax Matters Partner under the Seller's Operating Agreement. No claim has ever been made by an affiliated group authority in a jurisdiction where the Seller does not file Returns that Seller is or may be subject to taxation by that jurisdiction. Seller has no liability for Taxes as a transferee of, or successor to, any other person. Seller has provided to Purchasers or their representatives complete and correct copies of which their respective federal, state and local income tax returns filed on or prior to the Company is date hereof and all examination reports, if any, relating to the common parentaudit of such returns by the IRS or other tax authority for each taxable year beginning on or after January 1, 1998. Except as disclosed in Schedule 3.8, there exists no proposed assessment against Seller or the Shareholders or notice, whether formal or informal, of any deficiency or claim for additional Tax (including, without limitation, interest, additions to tax or penalties).

Tax Matters. All Tax Returns No Payments shall be reduced on account of any taxes unless required by Law, provided, that Newsoara shall be entitled to deduct and withhold from any Payments otherwise payable to vTv pursuant to this Agreement such amounts as it is required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body deduct and withhold with respect to the making of such payment under any taxable period ending other applicable national, local or foreign tax Law. vTv alone shall be responsible for paying any and all taxes (other than withholding taxes and value added taxes required by Law to be deducted and paid on vTv’s behalf by Newsoara) levied on account of, or before measured in whole or in part by reference to, any Payments vTv receives. The Parties will cooperate in good faith to obtain the Closing Date benefit of any relevant rules, regulations, applicable Laws, and tax treaties to minimize as far as reasonably possible any taxes that may be levied on any Payments. Newsoara shall deduct or withhold from the Payments any taxes that it is required by Law to deduct or withhold. Notwithstanding the foregoing, if vTv is entitled under any applicable rule, regulation, applicable Law, or tax treaty to a reduction of the rate of, or the elimination of, applicable withholding tax or value added tax, it may deliver to Newsoara or the appropriate Governmental Authority (with the "ACQUIRED CORPORATION RETURNS"assistance of Newsoara to the extent that this is reasonably required and is expressly requested in writing) (a) have been or will be filed on or before the prescribed forms necessary to reduce the applicable due date (including any extensions rate of such due date)withholding or value added tax or to relieve Newsoara of its obligation to withhold tax, and (b) have beenNewsoara shall apply the reduced rate of withholding tax or value added tax, or will be when fileddispense with withholding tax or value added tax, prepared in all material respects in compliance with all applicable Legal Requirementsas the case may be. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof If, in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestthe foregoing, additions Newsoara withholds any amount, it shall make timely payment to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any proper taxing authority of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person)withheld amount, and no send to vTv proof of such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount within [***] days following that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentlatter payment.

Tax Matters. All Tax Returns As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, Goods and Services Ttax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. xxxxxxxxxx.xxx is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits. Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, xxxxxxxxxx.xxx will deduce the location of recipient, the billing details, place of supply and applicable taxes. If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be filed by deducted and deposited on any payments or on behalf of remittances to you, xxxxxxxxxx.xxx will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the Acquired Corporations with any Governmental Body with respect taxes deposited would be made by you against xxxxxxxxxx.xxx. It is your responsibility as a seller on the xxxxxxxxxx.xxx Site to any taxable period ending choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects listings offered for sale by you. If we determine that you are not in compliance with all applicable Legal Requirements. All amounts shown this section, then we may suspend the services provided to you on the Acquired Corporation Returns xxxxxxxxxx.xxx Site. For reporting transactions undertaken by you on the xxxxxxxxxx.xxx Site, you should consider the Merchant Tax Report (MTR) made available to be due you on or before the Closing Date have been or will be paid on or before the Closing DateSeller Central. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets In case of any of discrepancy in the Acquired Corporations except liens for current Taxes not yet due reporting / returns filed by you and payable. No extension or waiver of the limitation period applicable to xxxxxxxxxx.xxx, you agree that you will resolve such discrepancy immediately and indemnify xxxxxxxxxx.xxx against any of the Acquired Corporation Returns has been granted tax, interest and is currently penalty payable in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentregard.

Tax Matters. All The Company and each subsidiary has filed all Tax Returns which it is required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have file under applicable laws; all such Tax Returns are true and accurate and has been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authorities all Taxes which it is required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual charges, accruals and contingent liabilities reserves for Taxes with respect to all periods through the dates thereof Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in accordance with GAAPa jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no unsatisfied liabilities for material Taxes (including liabilities for interestforeign, additions to federal, state or local tax and penalties thereon and related expenses) audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any notice of deficiency or similar document received subsidiary; no information related to Tax matters has been requested by any Acquired Corporation with respect foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to any material Tax (open an audit or other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns review has been granted and is currently in effect (received by the Company or any other Person), and no such extension or waiver has been requested subsidiary from any Acquired Corporationforeign, federal, state or local taxing authority. No claim There are no material unresolved questions or Legal Proceeding is pending or, to claims concerning the Company's knowledge, Tax liability. The Company (A) has been threatened against not executed or with respect entered into a closing agreement pursuant to any Acquired Corporation in respect of any material Taxss. None 7121 of the Acquired Corporations Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has entered into not agreed to or become bound by is required to make any agreement or consent adjustments pursuant to Section 341(fss. 481 (a) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Internal Revenue Code or any comparable similar provision under state of state, local or foreign Tax laws as law by reason of a result of transactions change in accounting method initiated by the Company or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of its subsidiaries or has any knowledge that the Acquired Corporations that, considered individually IRS has proposed any such adjustment or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations ischange in accounting method, or has ever been, a party any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none operations of the Acquired Corporations Company. The Company has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time not been a member of an affiliated group United States real property holding corporation within the meaning of Section 1504 ss. 897(c)(2) of the Internal Revenue Code during the applicable period specified in ss. 897(c)(1)(A)(ii) of the Internal Revenue Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All (i) Except as set forth on Schedule 5(j), the Company has filed all Tax Returns which it is required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the file under applicable due date (including any extensions of laws and regulations; all such due date), Tax Returns are complete and (b) have been, or will be when filed, prepared correct in all material respects and have been prepared in compliance with all applicable Legal Requirements. All amounts laws and regulations in all material respects; the Company in all material respects has paid all Taxes due and owing by it (whether or not such Taxes are required to be shown on a Tax Return) and has withheld and paid over to the Acquired Corporation Returns appropriate taxing authority all Taxes which it is required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third party; the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) has not waived any statute of limitations with respect to any notice Taxes or agreed to any extension of deficiency or similar document received by any Acquired Corporation time with respect to any Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company if its current tax year was treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company has not incurred any material Tax (liability for Taxes other than liabilities in the ordinary course of business; the assessment of any additional Taxes for Taxes asserted under any such notice of deficiency or similar document periods for which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment Tax Returns have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (filed by the Company shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of the Company have not been audited; no foreign, federal, state or any other Person), and no such extension local tax audits or waiver has been requested from any Acquired Corporation. No claim administrative or Legal Proceeding is judicial proceedings are pending or, to the Company's knowledge, has been threatened against or being conducted with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations Company; no information related to Tax matters has entered into or become bound been requested by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has beenforeign, and none of the Acquired Corporations will befederal, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions local taxing authority and no written notice indicating an intent to open an audit or events occurringother review has been received by the Company from any foreign, federal, state or accounting methods employed, prior local taxing authority; and to the Closing. There is Company's knowledge, there are no agreement, plan, arrangement unresolved questions or other Contract covering any employee or independent contractor or former employee or independent contractor of any of claims concerning the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentCompany's Tax liability.

Tax Matters. All Tax Returns (a) Quality has filed with the appropriate governmental agencies all tax returns and reports required to be filed by it, and has paid in full or contested in good faith or made adequate provision for the payment of, Taxes (as defined herein) shown to be due or claimed to be due on behalf such tax returns and reports. The provisions for Taxes which will be set forth on the latest balance sheet included in the Quality Financial Statements reflects and includes adequate provisions for the payment in full of any of the Acquired Corporations with any Governmental Body with respect and all Taxes for which Quality is or could be liable, whether to any taxable period ending on governmental entity or before to other persons (as, for example, under tax allocation agreements), not yet due for any and all periods up to and including the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), balance sheet; and (b) all Taxes for periods beginning thereafter through the Effective Time have been, or will be be, paid when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown due or adequately reserved against on the Acquired Corporation Returns books of Quality and an amount of cash equal to the amount of such reserve will have been set aside for the payment of such Taxes. Quality has duly withheld all payroll taxes, FICA and other federal, state and local taxes and other items requiring to be due on withheld by it from employer wages, and has duly deposited the same in trust for or before paid over to the Closing Date have been proper taxing authorities. Quality has not executed or will be paid on filed with any taxing authority any agreement extending the periods for the assessment or before the Closing Date. The Company Financial Statements fully accrue all actual collection of any Taxes, and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect is not a party to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledgebest knowledge of the Quality Stockholders, threatened, action or proceeding by any governmental authority for the assessment or collection of Taxes. Except as set forth on the Quality Disclosure Schedule, within the past three years, the United States federal income tax returns of Quality have not been examined by the Internal Revenue Service ("the IRS") nor has been threatened the State of Delaware or any taxing authority thereof examined any merchandize, personal property, sales or use tax returns of Quality. There is no tax lien, whether imposed by any Federal, state, county, local or foreign taxing authority, outstanding against the assets, properties or business of Quality. After the date hereof, no election or consent with respect to any Acquired Corporation in respect Tax (or the computation thereof) affecting Quality will be made without the prior written consent of RTIC. Quality has not agreed to make or is required to make any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to adjustment under Section 341(f481(a) of the Code, by reason of a change in accounting method or otherwise. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There Quality is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current Tax sharing or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Codeallocation agreement. None of the Acquired Corporations is, or Quality has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time not been a member of an affiliated group within the meaning filing a consolidated Federal income tax return or has any liability for Taxes under Treas. Reg. ss. 1.1502-6 (or any similar provision of Section 1504 of the Codestate, other than an affiliated group of which the Company is the common parentlocal or foreign law), as a transferee or successor, by contract or otherwise.

Tax Matters. All (a) Each of Hillside, Bank and the Acquired Bank Subsidiaries has timely filed all returns, declarations, reports, claims for refund, and information returns and statements relating to taxes ("Tax Returns"), or has filed appropriate extensions relating thereto, that it was required to file under applicable laws and regulations. Except as disclosed in Section 2.07 of the Disclosure Schedule, all such Tax Returns required to of Hillside, Bank and the Acquired Bank Subsidiaries were and shall be filed by true, correct and complete in all respects and prepared in compliance with all applicable laws and regulations. All federal, state, local and foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on behalf minimum, estimated, and other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the tax liability of any other person or entity ("Taxes") due and owing by Hillside, Bank and the Acquired Corporations with any Governmental Body Bank Subsidiaries have been paid with respect to Tax Returns that have been filed for Hillside, Bank and the Acquired Bank Subsidiaries (other than those being contested in good faith and which are disclosed in the Disclosure Schedule). None of Hillside, Bank and the Acquired Bank Subsidiaries will be liable for any taxable Tax (i) relating to any period ending that ends on or before the Closing Date or (the "ACQUIRED CORPORATION RETURNS"ii) (a) have been or will be filed on or before the applicable due date (including for any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due period that begins on or before the Closing Date have been or will be paid on or before and ends after the Closing Date, for the portion of such period that ends on the Closing Date, except to the extent a liability for such Taxes has been fully accrued as of the date hereof on the books of the appropriate entity. The Company Financial Statements fully accrue Complete copies of all actual Income Tax Returns for Hillside, Bank and contingent the Acquired Bank Subsidiaries that have been filed through the date hereof with respect to taxable periods ended on or after December 31, 2001 have been delivered to First Banks prior to the date hereof. Except as disclosed in Section 2.07 of the Disclosure Schedule, each of Hillside, Bank and the Acquired Bank Subsidiaries has provided to First Banks copies of all revenue agent's reports and other written assertions of Tax deficiencies or other liabilities for Taxes against any of them with respect to all past periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentapplicable statute of limitations has not run.

Tax Matters. All Tax Returns (a) Sellers have duly filed all federal, foreign, state and local tax information and tax returns of any and every nature and description (the "Returns") required to be filed by them (all such returns being accurate and complete in all respects) and have duly paid or on behalf made provision for the payment of all taxes and other governmental charges (including without limitation any of the Acquired Corporations with any Governmental Body with respect interest, penalty or additions to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS"tax thereto) (a) which have been incurred or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts are shown on the Acquired Corporation Returns to be due on said Returns or before are claimed in writing to be due from Sellers or imposed on Sellers or their properties, assets, income, franchises, leases, licenses, sales or use, by any federal, state, local or foreign taxing authorities (collectively, the Closing Date have been or will be paid "Taxes") on or before prior to the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestdate hereof, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith and by the Acquired Corporations appropriate proceedings and with respect as to which Sellers have set aside on their books adequate reserves for payment have been established)or which may be attributable to the transactions contemplated hereby. There are no liens disputes pending, or claims overtly asserted, or to Sellers' knowledge, claims which are likely to be asserted, for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payableSeller. No extension or waiver Seller has been required to give any currently effective waivers extending the statutory period of the limitation period applicable to any foreign, federal, state or local return or for any period or agreed to an extension of the Acquired Corporation Returns has been granted and is currently in effect (by the Company time with respect to a Tax assessment or any other Person), and no such extension or waiver has been requested from any Acquired Corporationdeficiency. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been made by an authority in a jurisdiction where the Sellers do not file Returns that any Seller is or may be subject to taxation by that jurisdiction. No Seller is nor has been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations arrangement pursuant to which it has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any contingent or outstanding liability to anyone. No Seller has any liability for Taxes as a transferee of, or obligation under successor to, any other person. Each Seller has provided to Purchaser or its representatives complete and correct copies of its federal, state and local income tax indemnity agreementreturns filed on or prior to the date hereof and all examination reports, if any, relating to the audit of such returns by the IRS or other tax sharing agreementauthority for each taxable year beginning on or after January 1, tax allocation agreement 1992. To the knowledge of each Seller, there exists no proposed assessment against any Seller or similar Contract. None of the Acquired Corporations has made any distribution of stock notice, whether formal or informal, of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Codedeficiency or claim for additional Tax (including, other than an affiliated group of which the Company is the common parentwithout limitation, interest, additions to tax or penalties).

Tax Matters. All Tax Returns that are required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date hereof for, by, on behalf of or with respect to Largus have been timely filed (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns caused to be due filed) in accordance with applicable Law (taking into account any applicable extension of time to file) with the appropriate Taxing Authority on or before the Closing Date date hereof, and all such Tax Returns are true, complete and correct in all respects. All Taxes due and owing under applicable Laws by Largus (whether or not shown to be due and payable on any Tax Return) have been paid in full. Neither Largus nor any Person on behalf of Largus has requested any extension of time within which to file any Tax Return, which Tax Return has not been filed. Largus is not under audit or will be paid on examination by any Taxing Authority, or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect subject to any Tax Proceeding, no written notice of deficiency such an audit, examination or similar document Tax Proceeding has been received by Largus, no claims or assessments for or relating to Taxes have been made against Largus, and, to the Knowledge of Largus, no audits, investigations or claims or assessments for or relating to Taxes have been threatened against Largus by any Acquired Corporation with respect Taxing Authority. Largus has withheld or collected and paid over to the appropriate Taxing Authority all Taxes required by applicable Law to be withheld or collected, including withholding of Taxes pursuant to Sections 1441 through 1464, 3401 through 3406, 6041 and 6049 of the Code and similar provisions under any state, local or foreign Law, and Largus has properly received and maintained any and all certificates, forms and other documents required by applicable Law for any exemption from withholding and/or remitting any Taxes. Largus has not agreed to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period statute of limitations applicable to any Tax, or agreed to any extension of the Acquired Corporation Returns has been granted and is currently in time with respect to a Tax assessment or deficiency, which period (after giving effect (by the Company or any other Person), and no to such extension or waiver waiver) has not yet expired. Except for Permitted Liens, there are no Liens for unpaid Taxes on the assets of Largus and no claim for unpaid Taxes has been requested from made by any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect Taxing Authority that could give rise to any Acquired Corporation in respect of any material Taxsuch Lien. None of the Acquired Corporations Largus is not, and has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has never been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an “affiliated group group” of corporations within the meaning of Section 1504 of the CodeCode and has no liability for Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), or as a transferee or successor, by contract or otherwise. Largus is not a party to, is not bound by, and has no obligation under any Tax allocation agreement, Tax sharing agreement, Tax indemnity obligation or similar arrangement with respect to Taxes, including any advance pricing agreement, closing agreement, compromise, ruling or other agreement with any Taxing Authority that relates to the assessment or collection of Taxes (other than an affiliated group pursuant to customary provisions in commercial agreements not primarily related to Taxes). No claim has ever been made by any Taxing Authority in a jurisdiction where Largus does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. Largus has not distributed stock of which another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed by Section 355 of the Company Code. Largus has not engaged in any “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2). Largus is, and at all times since its formation or organization has been, classified as a corporation for U.S. federal Tax purposes within the common parentmeaning of Treasury Regulations Section 301.7701-2(b)(1). Largus 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 (i) change in the method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed prior to the Closing, (iii) intercompany transaction or excess loss account described in the Treasury Regulations promulgated pursuant to Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) undertaken prior to the Closing, (iv) installment sale or open transaction disposition made prior to the Closing, or (v) prepaid amount received prior to the Closing.

Tax Matters. All Tax Returns The Company and each of its Subsidiaries: (i) has timely filed all income, sales and employment tax returns that are required to be have been filed by with all appropriate federal, state, county and local governmental agencies that relate to the Company or on behalf of any of the Acquired Corporations with any Governmental Body its Subsidiaries or with respect to which the Company or any taxable of its Subsidiaries is liable or otherwise in any way subject, including without limitation all tax returns due for the period ending December 31, 1999, (and all such returns fairly reflect the operations of the Company and its Subsidiaries for tax purposes), and all taxes, fees, assessments and governmental charges of any nature ("Taxes") shown by such returns to be due and payable have been paid, except for those amounts set forth on Schedule 3.23 as being contested in good faith and for which appropriate amounts have been reserved and are reflected on the Company's Financial Statements, and will be reflected on the Escrow Date Balance Sheet or the Closing Date Balance Sheet, as the case may be, in accordance with GAAP; (ii) has timely paid all Taxes owed by it or which it is obligated to withhold from amounts owing to any employee (including without limitation social security taxes), creditor or third party and (iii) has 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. The assessment of any additional Taxes for periods for which returns have been filed will not exceed the liability therefor appearing on the Escrow Date Balance Sheet or the Closing Date Balance Sheet, as the case may be, and there are no material unresolved questions or claims concerning the tax liability of the Company, its Subsidiaries. The tax returns of the Company and its Subsidiaries have not been reviewed or audited by any federal, state, local or county taxing authority. There is no pending dispute with any taxing authority relating to any of said tax returns. The Company's Financial Statements do, and the Escrow Date Balance Sheet and the Closing Date Balance Sheet will, accurately reflect all of the tax liability of the Company and its Subsidiaries for Taxes as of their respective dates. All of the income, sales and employment-related tax returns of the Company and its Subsidiaries for the years 1997, 1998 and 1999 are attached to Schedule 3.23. The books of the Company and its Subsidiaries will be closed as of the Closing Date in order to properly determine the Taxes due for the period ending on or before the Closing Date. The Selling Shareholders will fully cooperate with the Company and its Subsidiaries in preparing their respective tax returns, including, but not limited to, those for the stub period ending on the Closing Date (the "ACQUIRED CORPORATION RETURNSStub Period") (a) ). Neither the Company nor the Selling Shareholders have been taken or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have beenfailed to take, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns prior to be due on or before the Closing Date have been will take or will be paid on or before fail to take, any action which would result in the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice loss of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws status as a result of transactions Subchapter S corporation or events occurring, or accounting methods employed, which would otherwise affect the Company's status as a Subchapter S Corporation prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All (a) The Surviving Corporation shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all other Tax Returns required to be filed by or on behalf of any of the Acquired Corporations Surviving Corporation that are filed after the Closing Date (including, for the avoidance of doubt, any Tax Returns that were due but unfiled prior to the Closing Date). All such Tax Returns shall be prepared in a manner consistent with prior practice, unless such prior practice is not in accordance with applicable Law. The parties agree that any Governmental Body Tax Returns filed after the Closing Date shall elect the safe harbor election described in IRS Revenue Procedure 2011-29 with respect to any taxable period ending on or before “success-based fee” described in Treasury Regulation Section 1.263(a)-5(f) relating to the Contemplated Transactions. The Surviving Corporation shall provide the Securityholders’ Representative with a draft copy of each such Tax Return that reflects any liability for Pre-Closing Date Taxes at least ten (10) Business Days prior to the "ACQUIRED CORPORATION RETURNS") filing of such Tax Return (a) taking into account permitted extensions that have been granted) for its review and comment and, with respect to each such Income Tax Return, shall make such changes to such Tax Return as the Securityholders’ Representative reasonably determines necessary or will appropriate, but only to the extent that such changes (i) are determined, by a jointly selected arbiter from a nationally recognized independent public accounting firm, to constitute a position that is at least “more likely than not” to be filed on or before the applicable due date (including any extensions of such due date), sustained and (bii) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirementsimpact the amount of Pre-Closing Taxes payable by the Securityholders. All amounts costs and expenses of the nationally recognized independent public accounting firm incurred in making the “more likely than not” determination shall be borne by the Securityholders. The Securityholders are jointly and severally responsible for any liability for Pre-Closing Taxes shown as due on any Tax Returns filed pursuant to this Section 5.4(a) and, to the Acquired extent paid by the Surviving Corporation, the Surviving Corporation Returns shall be entitled to be due on or before reimbursed from the Indemnity Escrow Amount for the amount of any Tax liabilities that are Pre-Closing Date have been or will be paid on or before Taxes that were unpaid as of the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.

Tax Matters. All (i)Each Opto-tech Entity has timely filed, or has timely filed for extensions to file, all income and other material Tax Returns required to be filed thereby through the Closing Date. Such Tax Returns are true, correct and complete in all respects and each Opto-tech Entity has timely paid and discharged all Taxes owed by or with respect to such Opto-tech Entity (whether or not shown as due on behalf such Tax Returns). Each Opto-tech Entity has withheld, collected and paid over to the appropriate Governmental Authorities all Taxes required by Law to be withheld or collected. No Opto-tech Entity is currently the beneficiary of any extension of time within which to file any Tax Return. (ii)Each Opto-tech Entity’s Liability for unpaid Taxes, whether to any Governmental Authority or to another Person (such as under a Tax sharing agreement), (A) did not, as of the Acquired Corporations Latest Balance Sheet Date, exceed the reserve for Tax Liability (excluding reserves for deferred Tax assets or deferred Tax Liabilities) set forth on the face of the Latest Balance Sheet and (B) does not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of such Opto-tech Entity in filing its Tax Returns. (iii)Each Opto-tech Entity has previously provided to Buyer correct copies of all Tax Returns filed with respect to such Opto-tech Entity for all taxable periods ended for which the applicable statute of limitations has not yet closed. None of such Tax Returns have been audited, and none currently are the subject of audit, and there are no examination reports or statements of deficiencies assessed against or agreed to by such Opto-tech Entity for such taxable periods. No Opto-tech Entity has waived any Governmental Body statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, which waiver or agreement is still in effect. (iv)No action, suit, proceeding or audit is pending against or with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Opto-tech Entity regarding Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension action, suit, proceeding or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, audit has been threatened against or with respect to any Acquired Corporation in respect of any material TaxOpto-tech Entity regarding Taxes. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There v)No Opto-tech Entity is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity Tax allocation or Tax sharing agreement with any Person, and no Opto-tech Entity has any current or potential contractual obligation to indemnify any other Person with respect to Taxes. (vi)No claim has ever been made by a Taxing Authority in a jurisdiction where any Opto-tech Entity does not file Tax Returns that such Opto-tech Entity is or may be subject to taxation by such jurisdiction. (vii)There are no Liens for Taxes (other than for Taxes not yet due and payable) upon the assets of any Opto-tech Entity. (viii)No Opto-tech Entity will 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 for a taxable period ending on or prior to the Closing Date; (B) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (C) “settlement agreement” to permanently settle a Tax matter pursuant to an applicable law; (D) deferred intercompany gain or any excess loss account; (E) installment sale made prior to the Closing Date; or (F) prepaid amount received on or prior to the Closing Date. (j)Title and Condition of Properties. (i)Leased Real Property. Section 3.2(j)(i) of the Disclosure Schedule sets forth a brief description of all leasehold or subleasehold estates and other rights to hold, tax sharing agreementuse, tax allocation agreement possess or similar Contract occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by each Opto-tech Entity (the “Leased Real Property”), and all Leases relating thereto. Except as set forth in Section 3.2(j)(i) of the Disclosure Schedule, other than the Leased Real Property, there is currently no other Leased Real Property. Except as set forth in Section 3.2(j)(i) of the Disclosure 13 Schedule: (A) all Leases relating to the Leased Real Property are legal, valid, binding and enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party and the application of any bankruptcy or creditor’s rights Laws; (B) the transactions contemplated by this Agreement do not require the consent to assignment of any other party to any of the Leases, will not result in a breach or default under any of the Leases, and will not otherwise cause any of the Leases to cease to be enforceable and in full force and effect on identical terms following the Closing; (C) no Opto-tech Entity is and, to the Knowledge of Company, no other party is in breach or default under any such Lease; (D) such Lease has not been assigned by such Opto-tech Entity (or to the Knowledge of Company, other than collaterally, by the landlord thereunder), supplemented, or amended except as set forth in Section 3.2(j)(i) of the Disclosure Schedule; (E) no Opto-tech Entity has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, except for the sublease agreements with Opto 3 S.r.l. and Q-TECH S.r.l.; (F) (x) the current uses of the Leased Real Property are in material compliance with all applicable zoning and other land use or occupancy requirements, and (y) each Opto-tech Entity, to the extent required by any applicable Laws, is in possession of all material certificates of occupancy with respect to the Leased Real Property issued by the appropriate Governmental Authorities; (G) no construction, alteration, or other leasehold improvement work with respect to such Lease remains to be paid for or performed by any party to such Lease except for any such work required by the parties thereunder as part of the maintenance, repair and replacement obligations, including without limitation with respect to casualty damage; (H) the improvements located on the Leased Real Property are in good condition and are structurally sound, and all mechanical and other systems located therein are in an operating condition good for the use to which the same are put by such Opto-tech Entity in the current operation of the Business, subject to normal wear, and no condition exists requiring material repairs, alterations or corrections, and no maintenance or repairs to the improvements or the mechanical or other systems located therein have been unreasonably deferred; and (I) each Opto-tech Entity has all necessary access to and from the Leased Real Property as is reasonably adequate for the current operation thereof. Each Opto-tech Entity holds, subject to the terms and conditions of the Leases described on Section 3.2(j)(i) of the Disclosure Schedule, good leasehold title to, and actual and exclusive possession of, the Leased Real Property, free and clear of Liens other than Permitted Liens. Each Opto-tech Entity has delivered or made available to Buyer complete and accurate copies of each of the Leases for the Leased Real Property, and none of the Acquired Corporations has orLeases have been modified in any material respect or extended, except to the extent that such modifications or extensions are disclosed by reason of the consummation of the transactions contemplated under this Agreement, will have any liability copies delivered or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contractmade available to Buyer. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.(ii)

Tax Matters. All 5.9.1 Except as set forth on the attached "Taxes Schedule": the Company and each Subsidiary have filed all Tax Returns which they are required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the file under applicable due date (including any extensions of laws and regulations; all such due date), Tax Returns are complete and (b) have been, or will be when filed, prepared correct in all material respects and have been prepared in compliance with all applicable Legal Requirements. All amounts laws and regulations in all material respects; the Company and each Subsidiary have paid in all material respects all Taxes due and owing by them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the Acquired Corporation Returns appropriate taxing authority all Taxes which they are required to be due on withhold from amounts paid or before owing to any employee, stockholder, creditor or other third party; neither the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) nor any Subsidiary has waived any statute of limitations with respect to any notice Taxes or agreed to any extension of deficiency or similar document received by any Acquired Corporation time with respect to any material Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company and its Subsidiaries have not incurred any liability for Taxes other than liabilities in the ordinary course of business; the assessment of any additional Taxes for Taxes asserted under any such notice of deficiency or similar document periods for which are being contested in good faith Tax Returns have been filed by the Acquired Corporations Company and each Subsidiary shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person)Subsidiary, and no such extension written notice indicating an intent to open an audit or waiver other review has been requested received by the Company from any Acquired Corporation. No claim foreign, federal, state or Legal Proceeding is pending or, to local taxing authority; and there are no material unresolved questions or claims raised or made by any taxing authority concerning the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Subsidiary's Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentliability.

Tax Matters. All Tax Returns Seller and/or the Colls has timely filed all tax returns, statements, reports, declarations and other forms and documents required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body tax authority with respect to any taxable period ending on or before the Closing Date (closing date, including by way of example and not limitation, all federal, state and municipal taxes, all payroll, employment and withholding taxes, all sales, use and occupancy taxes, all permit fees, all personal property taxes, all real property taxes assessed against the "ACQUIRED CORPORATION RETURNS") (a) have been Ohio Premises, all ad valorem, transfer, franchise, profits, value added, net worth, license, excise, severance, stamp, occupation, premium, environmental or will be filed on windfall profit tax, any custom, duty or before the applicable due date (including any extensions of such due date)other similar tax, and (b) have beenany and all other returns or forms related to taxes or governmental charges of any kind or nature whatsoever assessed against or related to the Business, the Ohio Premises, or will be when filedthe Y City Assets (any and all such tax returns and filings being referred to as “Tax Returns” and any taxes related to the foregoing being referred to as “Taxes”). All filed Tax Returns of Seller are true, complete and correct and were prepared in substantial compliance applicable law. Seller and the Colls have timely paid all material respects in compliance with all applicable Legal Requirements. All amounts Taxes due and owing (whether or not shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities any Tax Return) for Taxes with respect to all periods through the dates thereof in accordance with GAAPclosing date. There are Purchaser will not, as a result of the transactions contemplated herein, become liable for any tax attributable to Seller or the Colls, the Ohio Premises, the Business or Y City Assets accruing or related to periods prior to the closing date. To the knowledge of Seller and the Colls, no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) Tax Returns filed with respect to periods prior to the closing date are under investigation or audit and there is no investigation now pending, threatened or expected against or with respect to Seller or the Colls in respect of any Taxes. No notice of deficiency or similar document has been received by any Acquired Corporation with respect Seller or the Colls for Taxes. No claim has ever been made by a governmental entity in a jurisdiction where Seller does not file Tax Returns that Seller is or may be subject to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith taxation by the Acquired Corporations and with respect to which adequate reserves for payment have been established)that jurisdiction. There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens (other than for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to ) upon any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentY City Assets.

Tax Matters. All The Companies and their Subsidiaries have made and timely filed all United States federal income Tax Returns and all foreign income Tax Returns and all other material Tax Returns required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date)them, and (b) have been, or will be when filed, each such Tax Return has been prepared in all material respects in compliance with all applicable Legal RequirementsLaws, and all such Tax Returns are true and accurate in all material respects. All amounts Except and only to the extent that any of the Companies or their Subsidiaries, as the case may be, has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported Taxes, the Companies and their Subsidiaries have timely paid all Taxes shown on the Acquired Corporation Returns or determined to be due on or before such Tax Returns, except those being contested in good faith, and the Closing Date Companies and their Subsidiaries have been or will be paid set aside, on or before their books, provisions reasonably adequate for the Closing Date. The Company Financial Statements fully accrue payment of all actual and contingent liabilities Taxes for Taxes with respect periods subsequent to all the periods through the dates thereof in accordance with GAAPto which such Tax Returns apply. There are no unsatisfied liabilities unpaid Taxes of the Companies or their Subsidiaries in any material amount claimed to be due by the taxing authority of any jurisdiction, and, to the Knowledge of Seller, there is no basis for material any such claim. The Companies and their Subsidiaries have withheld and paid all Taxes (including liabilities for interest, additions to tax the appropriate Governmental Authority required to have been withheld and penalties thereon and related expenses) paid in connection with respect amounts paid or owing to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established)Person. There are is no liens Proceeding or claim for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently refund now in effect (by the Company or any other Person)progress, and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledgeKnowledge of Seller, has been threatened against or with respect to any Acquired Corporation of the Companies or their Subsidiaries, in respect of any material Taxeach case regarding Taxes. None of the Acquired Corporations Companies or any of their Subsidiaries has entered into waived any statute of limitations with respect to Taxes or become bound by agreed to any agreement extension of time with respect to a Tax assessment or consent pursuant to Section 341(f) of the Codedeficiency, in each case that is still in effect, or has pending a request for any such extension or waiver. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code Companies or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to their Subsidiaries has entered into any “listed transaction” within the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor meaning of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the CodeTreasury Regulations section 1.6011-4(b)(2). None of the Acquired Corporations is a party to Companies or any Contract, nor does it have any obligations (current or contingent), to compensate of their Subsidiaries has liability for the Taxes of any person for excise taxes paid pursuant to Section 4999 other than the Companies or their Subsidiaries under Treasury Regulations section 1.1502-6 (or any similar provision of the Codestate, local or foreign Law). None of the Acquired Corporations isCompanies or any of their Subsidiaries is party to, bound by or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax Tax allocation, Tax sharing, Tax indemnity or similar agreement, tax sharing arrangement or understanding (other than any agreement, tax allocation agreement arrangement or similar Contractunderstanding solely among the Companies and their Subsidiaries). None of the Acquired Corporations has made Companies or any distribution of stock of any "CONTROLLED CORPORATION" their Subsidiaries is currently subject to a section 382 limitation, as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 section 382 of the Code, other than an affiliated group with respect to any of which the Company its Tax attributes. Neither CCFL nor any of its Subsidiaries is the common parentclassified as a corporation for U.S. federal income tax purposes.

Tax Matters. All Tax Returns (a) Except as set forth on Schedule 3.15, Solmecs has filed with the appropriate governmental agencies all tax returns and reports required to be filed by it, and has paid in full or contested in good faith or made adequate provision for the payment of, Taxes (as defined herein) shown to be due or claimed to be due on behalf such tax returns and reports. The provisions for Taxes which will be set forth on the latest balance sheet included in the Solmecs Financial Statements include adequate provisions for the payment in full of any of the Acquired Corporations with any Governmental Body with respect and all Taxes for which Solmecs is or could be liable, whether to any taxable period ending on governmental entity or before to other entities or individuals (as, for example, under tax allocation agreements), not yet due for any and all periods up to and including the date of such balance sheet; and all Taxes for periods beginning thereafter through the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be be, paid when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown due or adequately reserved against on the Acquired Corporation Returns books of Solmecs and an amount of cash equal to the amount of such reserve will have been set aside for the payment of such Taxes. Solmecs has duly withheld all payroll taxes and other United States or foreign national, regional, state, county or local taxes and other items requiring to be due on withheld by it from employer wages, and has duly deposited the same in trust for or before paid over to the Closing Date have been proper taxing authorities. Solmecs has not executed or will be paid on filed with any taxing authority any agreement extending the periods for the assessment or before the Closing Date. The Company Financial Statements fully accrue all actual collection of any Taxes, and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect is not a party to any notice of deficiency pending or similar document received threatened, action or proceeding by any Acquired Corporation with respect to any material Tax (other than liabilities governmental authority for Taxes asserted under any such notice the assessment or collection of deficiency or similar document which are being contested in good faith Taxes. Within the past three years, the federal income tax returns of Solmecs have not been examined by the Acquired Corporations and United States Internal Revenue Service nor has the Netherlands Antilles or other taxing authority with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon jurisdictional authority examined any merchandize, personal property, sales or use tax returns of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the ClosingSolmecs. There is no agreementtax lien, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound whether imposed by any tax indemnity agreementUnited States or foreign national, tax sharing agreementregional, tax allocation agreement state, county or similar Contract and none of local taxing authority, outstanding against the Acquired Corporations has orassets, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability properties or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parent.business

Tax Matters. All (a) Except as set forth on Schedule 3.9(a), each of Parent, Seller Parties and the Acquired Companies has timely filed all Tax Returns (including, but not limited to, all Tax Returns relating to the Restructuring and any other documents, statements and filings related thereto) that are due as of the Closing Date and required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on it pursuant to applicable Laws, and all Tax Returns filed or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will required to be filed on or before by each of Parent, Seller Parties and the applicable due date (including any extensions of such due date)Acquired Companies are accurate, complete and (b) have been, or will be when filed, prepared correct in all material respects and have been prepared in compliance with all applicable Legal RequirementsLaws. All amounts shown on Each of Parent, Seller Parties and the Acquired Corporation Returns to be Companies has paid all material Taxes due on or before and payable by it as of the Closing Date (including, but not limited to, all Taxes relating to the Restructuring) (whether or not shown or required to be shown on any Tax Returns). Except as set forth on Schedule 3.9(a), each of Parent, Seller Parties and the Acquired Companies has duly withheld and/or paid all Taxes required to have been withheld and/or paid in connection with the Restructuring as of the Closing Date, including any applicable capital gains taxes. Each of Parent, Seller and the Acquired Companies has duly withheld and paid to the proper Governmental Entity all Taxes required to have been withheld and paid and as of the Closing Date in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Other than Taxes that the Acquired Companies are or were required by applicable Law to withhold and pay, none of the Acquired Companies are or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities liable for Taxes with respect that correspond to all periods through any other Person. Except as set forth on Schedule 3.9(a), no claim has ever been made in writing by an authority in a jurisdiction where any of Parent, Seller Parties or the dates thereof in accordance with GAAPAcquired Companies does not file Tax Returns that any of Parent, Seller Parties or the Acquired Companies is or may be subject to taxation by that jurisdiction. There are no unsatisfied liabilities Liens for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations not yet due and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes payable) upon any of the assets of any of Parent, Seller Parties and the Acquired Corporations except liens for current Taxes not yet due and payableCompanies. No extension or waiver of the limitation period applicable to any Each of the Acquired Corporation Returns Companies has been granted delivered to Buyer complete and is currently in effect (correct copies of all foreign, federal, state and local Tax Returns, examination reports, and statement of deficiencies assessed against, or agreed to by the Company Acquired Companies for all taxable periods ended on or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentafter 2009.

Tax Matters. All (a) Cidco as of the date hereof, has timely and accurately filed all foreign, federal, state and local tax returns and reports of all types ("Tax Returns Returns") required to be filed by it prior to such date, and has timely and accurately paid or made adequate provision for, or prior to the Effective Date will timely pay or make adequate provision for, all Taxes that are owed for all periods up to and including the Effective Date, including, without limitation, all income, property, sales, excise, intangible, use, franchise, value-added, social security, employment, withholding, payroll and any other taxes of every type, including all interest, penalties and additions thereon ("Taxes"), whether disputed or not. All such Tax Returns are correct and complete. All deposits required to be made by Cidco with respect to employees' or other withholding and other types of Taxes have been duly and timely made. There are, and on behalf the Effective Date will be, no unpaid Taxes that have not been accrued and reflected on the books and Financial Statements of Cidco, or any additions to tax, penalties, or interest payable by Cidco or by any other Person that are or could become an encumbrance on any asset, or otherwise adversely affect the Business, properties, assets, financial condition or results of operations of Cidco. Cidco is not, nor will it become, subject to any additional Taxes as a result of its filing or failure to file timely or accurately, as required by applicable Law, any such Tax Return or to pay or accrue timely any amount required to be paid with respect thereto, including, without limitation, any such Taxes resulting from the Acquired Corporations with obtaining of an extension of time to file any Governmental Body Tax Return or to pay or accrue any Tax. No assessments or notices of deficiency or other communications (written or verbal) have been received by Cidco with respect to any such Tax Return or other matter included Taxes. The federal income tax liability of Cidco for all of its taxable period years ending on or before prior to and including the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) taxable year ended December 31, 1997 have been or will be filed on or before the closed as to deficiencies and refund of Taxes by applicable due date (including any extensions statutes of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPlimitations. There are no unsatisfied liabilities for material Taxes agreements between Cidco and any federal, state or local taxing authority, including, without limitation, the federal Internal Revenue Service (including liabilities for interest"IRS"), additions to tax and penalties thereon and related expenses) waiving or extending any statute of limitations with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person)Return, and no such extension or waiver has been requested from they have not filed any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to under Section 341(f) of the Code. None of the Acquired Corporations Cidco has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an any affiliated group within the meaning of Section 1504 of the Code, filing a consolidated federal income tax return (other than an affiliated any group of which the Company it is the common parent) and does not have any liability for Taxes of any other person as a transferee or successor, by contract, applicable Law or otherwise.

Tax Matters. All (a) The Company, its predecessors and its past and present Subsidiaries have filed on a timely basis with the appropriate Tax authorities all Tax Returns that they were required to file (excluding Tax Returns of past Subsidiaries that were required to be filed after the date such entity was no longer a Subsidiary, unless such Tax Returns were prepared or required to be prepared by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due dateCompany), and (b) have been, or will be when filed, prepared all such Tax Returns were complete and accurate in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Datewhen filed. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time never been a member of an affiliated group within the meaning of Section 1504 of the Codecorporations with which it has filed (or been required to file) consolidated, combined, unitary or similar Tax Returns, other than an affiliated a group of which the Company is the was common parent. The Company (and its predecessors and past and present Subsidiaries) have paid on a timely basis all Taxes that were due and payable whether or not shown on any Tax Return (excluding Taxes of past Subsidiaries that were due and payable after the date such entity was no longer a Subsidiary). The unpaid Taxes of the Company for tax periods through the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses. All unpaid Taxes of the Company attributable to periods commencing after the Most Recent Balance Sheet Date arose in the Ordinary Course of Business. All Taxes that the Company is or was required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity.

Tax Matters. All (a) Except as otherwise set forth in SECTION 3.11 of the Company Letter, (i) the Company and each of its Subsidiaries have timely filed all federal, and all material state, local and foreign, Tax Returns (as hereinafter defined) required to have been filed, and such Tax Returns are correct and complete; (ii) all Taxes (as hereinafter defined) owed by the Company or any of its Subsidiaries (whether or not shown to be due on such Tax Returns) have been timely paid or accrued for on the Most Recent Balance Sheet; (iii) any Tax Returns referred to in clause (i) relating to income Taxes have been examined by the Internal Revenue Service or other relevant Governmental Entity having oversight with respect thereto or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired; (iv) all deficiencies asserted or assessments made as a result of any examination of such Tax Returns by any taxing authority have been paid in full or on behalf are being timely and properly contested; and (v) no withholding is required under Section 1445 of the Code in connection with the Merger; (vi) neither the Company nor any of its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return; (vii) no claim is pending by a Governmental Entity with respect to Taxes relating to the Company or any of its Subsidiaries in a jurisdiction where any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date Company and its Subsidiaries does not file Tax Returns; (the "ACQUIRED CORPORATION RETURNS"viii) (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. There there are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon Liens on any of the assets of any of the Acquired Corporations Company or its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax except liens for Liens relating to current Taxes not yet due and payable. No extension or waiver due; (ix) each of the limitation period applicable Company and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party; and (x) there is no dispute or claim concerning any Tax liability of the Acquired Corporation Returns has been granted and is currently in effect (by any of the Company or any other Person), and no such extension of its Subsidiaries either (A) claimed or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound raised by any agreement authority in writing or consent pursuant (B) as to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of which any of the Acquired Corporations that, considered individually Company (or considered collectively employees responsible for Tax matters of the Company and its Subsidiaries) has Knowledge (as hereinafter defined) based upon personal contact with any other agent of such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentauthority.

Tax Matters. All Except as Previously Disclosed in the Vision Bancshares Disclosure Schedule, Vision Bancshares and its Subsidiaries have timely filed all Tax Returns required to be filed with the appropriate Governmental Authority. Such Tax Returns are and will be true, correct and complete in all material respects. Vision Bancshares has or will make available to Park true and correct copies of the United States federal income Tax Returns filed by Vision Bancshares for each of the three most recent fiscal years ended on or before December 31, 2005. Vision Bancshares and its Subsidiaries have paid and discharged all Taxes due (whether reflected on behalf such Tax Returns or otherwise), other than such Taxes that are adequately reserved as shown on the Vision Bancshares Financial Statements or have arisen in the ordinary course of business since June 30, 2006. Except as Previously Disclosed in the Vision Bancshares Disclosure Schedule, neither the IRS nor any other Governmental Authority, domestic or foreign, has asserted, is now asserting or, to the knowledge of Vision Bancshares, is threatening to assert against Vision Bancshares or any of the Acquired Corporations with its Subsidiaries any Governmental Body deficiency or claim for additional Taxes. No federal, state, local, or foreign Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Vision Bancshares or any taxable period ending on of its Subsidiaries and, to the knowledge of Vision Bancshares, no such audit or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAPproceeding is threatened. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) unexpired waivers by Vision Bancshares or any of its Subsidiaries of any statute of limitations with respect to Taxes. No extension of time within which to file any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax Return (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and a period with respect to which adequate the statute of limitations has not expired) has been filed, or has been requested or granted. The accruals and reserves for Taxes reflected in the Vision Bancshares Financial Statements are adequate for the periods covered. Vision Bancshares and its Subsidiaries have withheld or collected and paid over to the appropriate Governmental Authorities or are properly holding for such payment have been established)all Taxes required by Law to be withheld or collected. There are no liens Liens for material Taxes upon any of the assets of Vision Bancshares or any of the Acquired Corporations except liens its Subsidiaries, other than Liens for current Taxes not yet due and payable. No extension or waiver of the limitation period applicable to Neither Vision Bancshares nor any of the Acquired Corporation Returns its Subsidiaries has been granted and is currently in effect (by the Company or any other Person), and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or filed a consent pursuant to under Section 341(f) of the CodeCode concerning collapsible corporations. None Neither Vision Bancshares nor any of the Acquired Corporations its Subsidiaries has beenagreed to make, and none of the Acquired Corporations will be, or is required to include make, any adjustment in taxable income for any tax period (or portion thereof) pursuant to under Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m481(a) of the Code. None Neither Vision Bancshares nor any of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or its Subsidiaries has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company Vision Bancshares is or was the common parent.

Tax Matters. All Tax Returns required to be filed by or on behalf of any of the Acquired Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (a) have been or will be AzERx has timely filed on or before the applicable due date (including any extensions of all Tax Returns that it was required to file. All such due date), Tax Returns were correct and (b) have been, or will be when filed, prepared complete in all material respects and were prepared in substantial compliance with all applicable Legal Requirementslaws and regulations. All amounts Taxes owed by AzERx (whether or not shown on the Acquired Corporation Returns to be due on or before the Closing Date any Tax Return) have been paid. AzERx is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where AzERx does not file Tax Returns that it is or will may be paid on or before the Closing Date. The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect subject to all periods through the dates thereof in accordance with GAAPtaxation by that jurisdiction. There are no unsatisfied liabilities for material Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Acquired Corporations and with respect to which adequate reserves for payment have been established). There are no liens for material Taxes upon Security Interests on any of the assets (whether Acquired Assets or Excluded Assets) of AzERx that arose in connection with any of the Acquired Corporations except liens for current failure (or alleged failure) to pay any Tax. (b) AzERx has withheld and paid all Taxes not yet due required to have been withheld and payable. No extension paid in connection with amounts paid or waiver of the limitation period applicable owing to any of the Acquired Corporation Returns has been granted employee, independent contractor, creditor, stockholder, or other third party and is currently in effect (by the Company or any other Person), all Forms W-2 and no such extension or waiver has been requested from any Acquired Corporation. No claim or Legal Proceeding is pending or, to the Company's knowledge, has been threatened against or 1099 required with respect to any Acquired Corporation in respect of any material Taxthereto have been properly completed and timely filed. None of the Acquired Corporations has entered into (c) No stockholder, director or become bound by any agreement officer (or consent pursuant to Section 341(femployee responsible for Tax matters) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required AzERx expects any authority to include assess any adjustment in taxable income additional Taxes for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign for which Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the ClosingReturns have been filed. There is no agreement, plan, arrangement dispute or other Contract covering claim concerning any employee Tax Liability of AzERx either (i) claimed or independent contractor raised by any authority in writing or former employee or independent contractor of (ii) as to which any of the Acquired Corporations that, considered individually or considered collectively stockholders and the directors and officers (and employees responsible for Tax matters) of AzERx has Knowledge based upon personal contact with any other agent of such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to authority. Section 280G or Section 162(m3.13(c) of the CodeDisclosure Schedule lists all federal, state, local, and foreign income Tax Returns filed with respect to AzERx for taxable periods since January 1, 2003, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. None AzERx has delivered to OrthoLogic correct and complete copies of the Acquired Corporations is a party all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by AzERx since January 1, 2003. (d) AzERx has not waived any statute of limitations in respect of Taxes or agreed to any Contract, nor does it have any obligations (current extension of time with respect to a Tax assessment or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentdeficiency.

Tax Matters. All (a) Oakland has duly and timely filed, or caused ----------- to be duly and timely filed, all Tax Returns required to be filed by it with the appropriate governmental authorities, or on behalf requests for extensions to file such Tax Returns have been timely filed and granted and have not expired. All such Tax Returns were at the time of any filing and are as of the Acquired Corporations with date hereof true, correct and complete in all respects. All Taxes owed by Oakland (whether or not shown on any Governmental Body with respect to any taxable period ending on or before the Closing Date (the "ACQUIRED CORPORATION RETURNS") (aTax Return) have been or will be filed on or before paid within the applicable due date (including any extensions of such due date), time and (b) have been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Acquired Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Datemanner prescribed by law. The Company Financial Statements fully accrue financial statements referred to in Section 3.6(a)(i) and Section 3.6(b)(i) hereof reflect adequate reserves for all actual Taxes payable by Oakland for all Taxable periods and contingent liabilities for Taxes with respect to all periods portions thereof accrued through the dates thereof of such financial statements. All deficiencies for any Taxes that have been proposed, asserted or assessed against Oakland have been fully paid, or are fully reflected as a liability in accordance with GAAP. There are no unsatisfied liabilities for material Taxes (including liabilities for interestsuch financial statements, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by any Acquired Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested and an adequate reserve therefor has been established and is fully reflected in good faith such financial statements. Oakland is not a party to any pending audit, action or proceeding, nor to the best of Oakland's knowledge, is any such audit, action or proceeding contemplated or threatened, by any governmental authority for the Acquired Corporations and with respect assessment or collection of any Taxes of Oakland. No claim has ever been made by any governmental authority in a jurisdiction where Oakland has never filed a Tax Return that Oakland is or may be subject to which adequate reserves for payment have been established)taxation by that jurisdiction. There are no liens for material Taxes upon any of the assets of any of the Acquired Corporations except liens (other than for current Taxes not yet due and payable) on the Assets. No extension Schedule 3.10(a) sets forth each state, local and foreign jurisdiction in which Oakland (i) filed an income or waiver of franchise Tax Return, whether on a consolidated, combined or separate return basis, during the limitation five-year period applicable to any of the Acquired Corporation Returns has been granted and is currently in effect (by the Company or any other Person)ended December 31, 1998, and no such extension (ii) collected or waiver has remitted any sales and/or use Taxes during the five-year period ended December 31, 1998. All Taxes that Oakland is required by law to withhold or to collect have been requested from any Acquired Corporation. No claim withheld or Legal Proceeding is pending or, collected and paid over to the Company's knowledgeproper governmental authorities or segregated and set aside for such payment. For the purposes of this Agreement, has been threatened against "Tax" or "Taxes" (including, with correlative meaning, the term "Taxable") means all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, excise, alternative minimum, gains, transfer, documentary, stamp and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts, and the term "Tax Returns" means all returns, reports, declarations, statements, elections, forms or other documents or information required to be filed with any governmental authority with respect to any Acquired Corporation in respect of any material Tax. None of the Acquired Corporations has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. None of the Acquired Corporations has been, and none of the Acquired Corporations will be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing. There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of any of the Acquired Corporations that, considered individually or considered collectively with any other such Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162(m) of the Code. None of the Acquired Corporations is a party to any Contract, nor does it have any obligations (current or contingent), to compensate any person for excise taxes paid pursuant to Section 4999 of the Code. None of the Acquired Corporations is, or has ever been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract and none of the Acquired Corporations has or, by reason of the consummation of the transactions contemplated under this Agreement, will have any liability or obligation under any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract. None of the Acquired Corporations has made any distribution of stock of any "CONTROLLED CORPORATION" as that term is defined in Section 355(a)(1) of the Code. None of the Acquired Corporations has at any time been a member of an affiliated group within the meaning of Section 1504 of the Code, other than an affiliated group of which the Company is the common parentTaxes.