Common use of Tax Matters Clause in Contracts

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure ScheduleSchedule 6.7, (i) there has been duly filed all Taxes (as hereinafter defined) relating to the Medical Business required to be paid by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from Medical Group through the appropriate federal, state, foreign and local Governmental Entities date hereof have been obtained with respect topaid and all returns, all material federaldeclarations of estimated Tax, stateTax reports, foreign and local tax information returns and reports statements required to be filed on or by the Medical Group in connection with the Medical Business prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof; (ii) payment in full relating to any Taxes with respect to any income, properties or adequate provision for the payment of all material taxes required to be paid in respect operations of the periods covered by such tax returns and reports has been made; Medical Group prior to the date hereof (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the collectively, "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entityduly filed; (vii) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets as of the Company and each time of its Subsidiariesfiling, except for statutory liens for current taxes not yet due and payable; and the Returns correctly reflected in all material respects (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect and, as to any alleged deficiency Returns not filed as of the date hereof, will correctly reflect in any tax, other than those claims or assessments that would not have a Material Adverse Effect on all material respects) the Company or its Subsidiaries taken as a whole. For facts regarding the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profitsbusiness, franchiseassets, gross receiptsoperations, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise activities and other taxes, duties or assessments status of the Medical Business and any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied shown therein; (iii) all Taxes relating to the operations of the Medical Business that have been shown as due and payable by the Medical Group on the Returns have been timely paid and filed or adequate provisions made to the books and records of the Medical Business; (iv) in connection with the Medical Business (x) the Medical Group has made provision on the Balance Sheet for all Taxes payable by the Medical Group for any periods that end on or before the Balance Sheet Date for which no Returns have yet been filed with a Governmental Entity and for any periods that begin on or before the Balance Sheet Date and end after the Balance Sheet Date to the extent such Taxes are attributable to the portion of any such period ending on the Balance Sheet Date and (y) provision has been made for all Taxes payable by the Medical Group for any periods that end on or before the date hereof for which no Returns have then been filed and for any periods that begin on or before the date hereof and end after such date to the extent such Taxes are attributable to the portion of any such period ending on such date; (v) no tax liens have been filed with respect to any of the assets of the Medical Business, and there are no pending tax including an information returnaudits of any Returns relating to the Medical Business; and (vi) no deficiency or addition to Taxes, claim interest or penalties applicable to the Medical Group for refundany Taxes relating to the operation of the Medical Business has been proposed, amended tax return asserted or declaration assessed in writing (or any member of estimated taxany affiliated or combined group of which the Medical Group or any previous operator of the Medical Business was a member for which the Medical Group could be liable).

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure ScheduleSchedule 6.7, (i) there has been duly filed all Taxes relating to the Medical Business required to be paid by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from Medical Group through the appropriate federal, state, foreign and local Governmental Entities date hereof have been obtained with respect topaid and all returns, all material federaldeclarations of estimated Tax, stateTax reports, foreign and local tax information returns and reports statements required to be filed on or by the Medical Group in connection with the Medical Business prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof; (ii) payment in full relating to any Taxes with respect to any income, properties or adequate provision for the payment of all material taxes required to be paid in respect operations of the periods covered by such tax returns and reports has been made; Medical Group prior to the date hereof (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the collectively, "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entityduly filed; (vii) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets as of the Company and each time of its Subsidiariesfiling, except for statutory liens for current taxes not yet due and payable; and the Returns correctly reflected in all material respects (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect and, as to any alleged deficiency Returns not filed as of the date hereof, will correctly reflect in any tax, other than those claims or assessments that would not have a Material Adverse Effect on all material respects) the Company or its Subsidiaries taken as a whole. For facts regarding the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profitsbusiness, franchiseassets, gross receiptsoperations, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise activities and other taxes, duties or assessments status of the Medical Business and any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied shown therein; (iii) all Taxes relating to the operations of the Medical Business that have been shown as due and payable by the Medical Group on the Returns have been timely paid and filed or adequate provisions made to the books and records of the Medical Business; (iv) in connection with the Medical Business (x) the Medical Group has made provision on the Balance Sheet for all Taxes payable by the Medical Group for any periods that end on or before the Balance Sheet Date for which no Returns have yet been filed with a Governmental Entity and for any periods that begin on or before the Balance Sheet Date and end after the Balance Sheet Date to the extent such Taxes are attributable to the portion of any such period ending on the Balance Sheet Date and (y) provision has been made for all Taxes payable by the Medical Group for any periods that end on or before the date hereof for which no Returns have then been filed and for any periods that begin on or before the date hereof and end after such date to the extent such Taxes are attributable to the portion of any such period ending on such date; (v) no tax liens have been filed with respect to any of the assets of the Medical Business, and there are no pending tax including an information returnaudits of any Returns relating to the Medical Business; and (vi) no deficiency or addition to Taxes, claim interest or penalties applicable to the Medical Group for refundany Taxes relating to the operation of the Medical Business has been proposed, amended tax return asserted or declaration assessed in writing (or any member of estimated taxany affiliated or combined group of which the Medical Group or any previous operator of the Medical Business was a member for which the Medical Group could be liable).

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly All Tax Returns that are required to be filed by or with respect to Metropolitan and its Subsidiaries have been duly filed, (ii) all Taxes shown to be due on behalf the Tax Returns referred to in clause (i) have been paid in full, (iii) except as Previously Disclosed, the Tax Returns referred to in clause (i) have been examined by the IRS or the appropriate state, local or foreign taxing authority or the period for assessment of the Company 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 such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (vi) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of Metropolitan or its Subsidiaries. Metropolitan has made or will make available to Sky true and correct copies of the United States federal income Tax Returns filed by Metropolitan and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 2001. Neither Metropolitan nor any of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained has any liability with respect toto income, all material federal, state, foreign and local tax returns and reports required franchise or similar Taxes that accrued on or before the end of the most recent period covered by the Metropolitan SEC Documents filed prior to be the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in the Metropolitan SEC Documents filed on or prior to the date hereof; hereof (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect "Metropolitan's Financial Statements"). As of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiariesdate hereof, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or neither Metropolitan nor any of its Subsidiaries asserted in writing by has any Governmental Entity with respect reason to believe that any alleged deficiency in any tax, other than those claims conditions exist that might prevent or assessments that would not have a Material Adverse Effect on impede the Company or its Subsidiaries taken Merger from qualifying as a whole. For reorganization within the purpose meaning of this Agreement, Section 368(a) of the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure ScheduleSchedule 7.9, (i) there has been duly filed by or on behalf of all Taxes relating to the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from Management Business required to be paid through the appropriate federal, state, foreign and local Governmental Entities date hereof have been obtained with respect topaid and all returns, all material federaldeclarations of estimated Tax, stateTax reports, foreign and local tax information returns and reports statements required to be filed on or in connection with the Management Business prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof; (ii) payment in full relating to any Taxes with respect to any income, properties or adequate provision for the payment of all material taxes required to be paid in respect operations of the periods covered by such tax returns and reports has been made; Management Company prior to the date hereof (iii) a reserve which the collectively, "Management Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entityduly filed; (vii) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets as of the time of filing, the Management Company and each of its SubsidiariesReturns correctly reflected in all material respects (and, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect as to any alleged deficiency Management Company Returns not filed as of the date hereof, will correctly reflect in any tax, other than those claims or assessments that would not have a Material Adverse Effect on all material respects) the Company or its Subsidiaries taken as a whole. For facts regarding the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profitsbusiness, franchiseassets, gross receiptsoperations, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise activities and other taxes, duties or assessments status of the Management Business and any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied shown therein; (iii) all Taxes relating to the operations of the Management Business that have been shown as due and payable on the Management Company Returns have been timely paid and filed or adequate provisions made to the books and records of the Management Business; (iv) in connection with the Management Business (x) the Management Company has made provision on the Management Company Balance Sheet for all Taxes payable for any periods that end on or before the Management Company Balance Sheet Date for which no Management Company Returns have yet been filed with a Governmental Entity and for any periods that begin on or before the Management Company Balance Sheet Date and end after the Management Company Balance Sheet Date to the extent such Taxes are attributable to the portion of any such period ending on the Management Company Balance Sheet Date and (y) provision has been made for all Taxes payable for any periods that end on or before the date hereof for which no Management Company Returns have then been filed and for any periods that begin on or before the date hereof and end after such date to the extent such Taxes are attributable to the portion of any such period ending on such date; (v) no tax liens have been filed with respect to any of the assets of the Management Business, and there are no pending tax including an information returnaudits of any Management Company Returns relating to the Management Business; and (vi) no deficiency or addition to Taxes, claim interest or penalties for refundany Taxes relating to the operation of the Management Business has been proposed, amended tax return asserted or declaration assessed in writing (or any member of estimated taxany affiliated or combined group of which the Management Company or any previous operator of the Management Business was a member for which the Management Company could be liable).

Tax Matters. (a) Except as set forth on Section 4.11has not had or would not reasonably be expected to have, paragraph 1 of individually or in the Company Disclosure Scheduleaggregate, a Parent Material Adverse Effect, (i) there has been duly filed by or on behalf of the Company Parent and each of its Subsidiaries have prepared and timely filed (and each taking into account any valid extension of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, time within which to file) all material federal, state, foreign and local tax returns and reports Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) Parent and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on or any Tax Return), except with respect to matters contested in good faith through appropriate proceedings and for which adequate reserves have been established, in accordance with GAAP on the financial statements of Parent and its Subsidiaries contained in the Parent SEC Documents filed prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; , (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; Tax assessment or deficiency, (iv) none of the income tax returns required all assessments for Taxes due with respect to be filed by completed and settled examinations or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") any concluded litigation have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; fully paid, (v) there are no material "deferred intercompany transactions" audits, examinations, investigations or "intercompany transactions" the gain other proceedings pending or loss threatened in which has not yet been taken into account under the Company Consolidated Returns writing in respect of Taxes or the OCC Consolidated Returns; Tax matters of Parent or any of its Subsidiaries, (vi) there are no Liens for material taxes Taxes on any of the assets of the Company and each Parent or any of its Subsidiaries, except Subsidiaries other than statutory Liens for statutory liens for current taxes Taxes not yet due and payable; , and (vii) there have been no claims or assessments against the Company none of Parent or any of its Subsidiaries asserted in writing by any Governmental Entity with respect has been a party to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on “listed transaction” within the Company or its Subsidiaries taken as a whole. For the purpose meaning of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxTreasury Regulation 1.6011-4(b)(2).

Tax Matters. (ai) Except as set forth on Section 4.11would not, paragraph 1 of individually or in the Company Disclosure Scheduleaggregate, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required reasonably be expected to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company Yankees Group: (A) all Tax Returns that are required to be filed by or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to Yankees or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such amounts. The term "tax return" means a report, return or other information Tax Returns are true and complete; (B) Yankees and its Subsidiaries have paid all Taxes required to be supplied paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor or filed third party, except with a Governmental Entity respect to matters for which adequate reserves have been established in accordance with GAAP in the most recent Yankees annual financial statement, as adjusted for operations in the ordinary course of business since the last date which is covered by such statements; (C) there is no audit, examination, deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any tax Taxes or Tax Return of Yankees or any of its Subsidiaries; (D) the Tax Returns of Yankees and each of its Subsidiaries have been examined by the applicable Tax Authority (or the applicable statutes of limitations for the assessment of income Taxes for such periods have expired) for all periods through and including an information returnDecember 31, claim 2008, and no deficiencies were asserted as a result of such examinations which have not been resolved and fully paid or accrued as a liability on the financial statements contained in the most recent Yankees Reports; (E) neither Yankees nor any of its Subsidiaries have waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (F) neither Yankees nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for refundtax-free treatment under Section 355 of the Code (or any similar provision of state, amended tax return local or declaration non-U.S. law) in the two (2) years prior to the date of estimated taxthis Agreement; (G) neither Yankees nor any of its Subsidiaries has any liability for Taxes of any Person (other than Yankees or any of its Subsidiaries) under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-U.S. law), as transferee or successor, by contract or otherwise; (H) there are no liens for Taxes upon any property or assets of Yankees or any of its Subsidiaries, except for liens for Taxes not yet due and payable or for which adequate reserves have been provided in accordance with GAAP in the most recent Yankees annual financial statement; (I) no private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to Yankees or any of its Subsidiaries for any taxable year for which the statute of limitations has not expired; and (J) any stamp, registration, capital or transfer Tax payable in respect of the acquisition of any asset or in respect of the issue of any instrument by Yankees or any of its Subsidiaries has been paid in full in a timely manner.

Tax Matters. (a) Except as otherwise set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedulein a disclosure letter making reference to this section, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate have timely filed all federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, statelocal, foreign and local tax returns provincial income and reports franchise Tax Returns and all other material Tax Returns required to be have been filed on or prior appropriate extensions therefor have been properly obtained, and such Tax Returns are true, correct and complete, except to the date hereofextent that any failure to so file or any failure to be true, correct and complete, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; (ii) payment in full or adequate provision for the payment of all material taxes Taxes required to be have been paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by timely paid or settled with extensions for payment have been properly obtained, except to the Internal Revenue Service ("IRS") extent that any failure to pay any such Taxes or other Governmental Entityto properly obtain an extension for such payment, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; (viii) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its SubsidiariesSubsidiaries have complied in all material respects with all rules and regulations relating to the withholding of Taxes except to the extent that any failure to comply with such rules and regulations, except for statutory liens for current taxes individually or in the aggregate, has not yet due had, and payablewould not reasonably be expected to have, a Material Adverse Effect on the Company; (iv) neither the Company nor any of its Subsidiaries has waived in writing any statute of limitations in respect of its federal, state, local, foreign or provincial income or franchise Taxes and (vii) there have no deficiency with respect to any Taxes has been no claims proposed, asserted or assessments assessed against the Company or any of its Subsidiaries asserted Subsidiaries, except the extent that any such waiver or deficiency, individually or in writing by any Governmental Entity with respect to any alleged deficiency in any taxthe aggregate has not had, other than those claims or assessments that and would not have reasonably be expected to have, a Material Adverse Effect on the Company Company; (v) all federal income Tax Returns referred to in clause (i) for all years through May 31, 1993 have been examined by and settled with the Internal Revenue Service or its Subsidiaries taken as a whole. For the purpose period for assessment of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments Taxes in respect of any nature whatsoever, together with all interest, penalties and additions imposed with respect to which such amounts. The term "tax return" means a report, return or other information Tax Returns were required to be supplied filed has expired; (vi) as of the date hereof and at the Effective Time, no material issues that have been raised in writing by the relevant taxing authority in connection with the examination of the Tax Returns referred to in clause (i) are currently pending; and (vii) all material deficiencies asserted or filed with material assessments made as a Governmental Entity with respect result of any examination of any Tax Returns referred to in clause (i) by any tax including taxing authority have been paid in full; (viii) the most recent financial statements contained in the Company SEC Documents reflect an information return, claim adequate reserve for refund, amended tax return all Taxes payable by the Company and its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements; and (ix) there are no material liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the Company or declaration any of estimated taxits Subsidiaries.

Tax Matters. Except as previously disclosed by Parent: (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, Parent has filed all Tax Returns required to be filed; (b) (i) there all such Tax Returns are complete and accurate in all material respects, except to the extent that a reserve for Taxes has been duly filed by or established on behalf the unaudited balance sheet as of the Company and each end of its Subsidiaries (most recent fiscal year, and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required Taxes shown to be due on such Tax Returns have been timely paid; (c) all Taxes (whether or not shown on any Tax Return) owed by Parent have been timely paid or Parent has established or caused to be established adequate reserves therefor on its financial statements on at least a quarterly basis; (d) Parent has not waived or been requested to waive any statute of limitations in respect of the periods covered by such tax returns and reports has been madeTaxes, which waiver or request is still in effect; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (ive) none of the income tax returns required Tax Returns referred to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns clause (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns"a) have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental EntityService; (vf) to the Best Knowledge of Parent, there is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened with respect to Taxes of Parent; (g) all deficiencies asserted or assessments made as a result of any examination of the Tax Returns referred to in clause (a) have been paid in full or have been reserved against and entered into the books and records of Parent; (h) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens liens for material taxes on Taxes upon the assets of the Company and each of its Subsidiaries, Parent except for statutory liens for relating to current taxes Taxes not yet due and payablepayable as are being contested in good faith; (i) all Taxes which Parent is required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid or accrued, reserved against and entered on the books of Parent in accordance with GAAP; and (viij) there have Parent is not and has not been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments member of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means group of corporations filing a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended consolidated tax return or declaration of estimated taxfor United States federal income tax purposes.

Tax Matters. Except for those matters which individually and in the aggregate would not have a Material Adverse Effect, (ai) Except except as set forth on in Section 4.11, paragraph 1 3.12 of the Company Disclosure Schedule, the Company has prepared and timely filed or will timely file with the appropriate governmental agencies all franchise, income and all other Tax (ias hereinafter defined) there has been duly returns, information statements and reports (Tax returns and reports are hereinafter collectively referred to as "Tax Returns") required to be filed by for any period on or before the Effective Time, taking into account any extension of time to file granted to or obtained on behalf of the Company and each (copies of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from which for the appropriate federal, state, foreign and local Governmental Entities past three fiscal years have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required provided to be filed on or prior to the date hereofParent); (ii) payment in full or adequate provision for all Taxes of the payment of all material taxes required to be paid Company in respect of any taxable period (or portion thereof) ending prior to or on the Effective Time have been paid in full to the proper authorities or fully accrued for with respect to fiscal periods covered for which there are publicly available financial statements and otherwise on the books of the Company, other than such Taxes as are being contested in good faith by such tax returns appropriate proceedings and reports has been madeare adequately reserved for in accordance with generally accepted accounting principles; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment all deficiencies resulting from Tax examinations of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profitssales and franchise and all other Tax Returns filed by the Company have either been paid or adequately reserved for in accordance with generally accepted accounting principles; (iv) no deficiency has been asserted or assessed against the Company and is pending, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative and no examination of the Company is pending or added minimum, ad valorem, transfer, excise and other taxes, duties threatened for any material amount of Tax by any taxing authority; (v) no extension of the period for assessment or assessments collection of any nature whatsoeverTax is currently in effect and no extension of time within which to file any Tax Return has been requested, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or which Tax Return has not since been filed; (vi) no Tax liens have been filed with a Governmental Entity with respect to any Taxes, except for property taxes which have accrued but are not yet due and payable; (vii) the Company has not agreed, and is not required, to make any adjustment by reason of a change in their accounting methods that would affect the taxable income or deductions of the Company for any period ending after the Effective Time; (viii) the Company has made timely payments of the Taxes required to be deducted and withheld from the wages paid to their employees and from amounts paid to any other third parties; (ix) there are no Tax sharing agreements or arrangements under which the Company will have any obligation or liability on or after the Effective Time; (x) the Company has the net operating loss carryforwards set forth in Section 3.12 of the Company Disclosure Schedule; (xi) the Company has no overall foreign losses as defined in Section 904(f)(2) of the Code; (xii) the Company has no unused foreign tax including credits; (xiii) there are no transfer pricing agreements made by the Company with any taxation authority; (xiv) except as set forth in Section 3.12 of the Company Disclosure Schedule no assets of the Company are held in an information returnarrangement for which partnership Tax Returns are being filed and the Company is not a partner in any partnership; (xv) except as set forth in Section 3.12 of the Company Disclosure Schedule, claim for refundthe Company does not own any interest in any "controlled foreign corporation" (within the meaning of Section 957 of the Code), amended tax return "passive foreign investment company" (within the meaning of Section 1296 of the Code) or declaration other entity the income of estimated taxwhich is required to be included in the income of the Company whether or not distributed; (xvi) the Company has not made an election under Section 341(f) of the Code; and (xvii) except as set forth in Section 3.12 of the Company Disclosure Schedule, the Company is not obligated to make any payments or provide any other benefits that would constitute excess parachute payments within the meaning of Section 280G of the Code.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the The Acquired Company Disclosure Schedule, (i) there has been duly timely and properly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign incometax returns required to be filed by it through the date hereof, profitsand has paid or caused to be paid all federal, franchisestate, gross receiptslocal, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise foreign and other taxes, duties including, without limitation, income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, franchise taxes, employment and payroll related taxes, withholding taxes, transfer taxes, and all deficiencies, or assessments of any nature whatsoeverother additions to tax, together with all interest, fines and penalties and additions imposed with respect to such amounts. The term owed by it (collectively, "tax return" means a reportTaxes"), return or other information required to be supplied paid by it through the date hereof whether disputed or not, except Taxes which have not yet accrued or otherwise become due, where the failure to file or pay has or would be likely to have a Material Adverse Effect. All material Taxes and other assessments and levies which the Acquired Company was or is required to withhold or collect have been withheld and collected and have been paid over to the proper governmental authorities. The Acquired Company has delivered to the Purchaser correct and complete copies of all annual tax returns, examination reports, and any statements of deficiencies filed with a Governmental Entity by, assessed against, or agreed to by the Acquired Company since the Acquired Company's inception. The Acquired Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any tax including an information returnTax payment, assessment, deficiency or collection. Except as set forth in Section 2.13(a) of the Disclosure Schedule, (i) the Acquired Company has never received notice of any audit or of any proposed deficiencies from the Internal Revenue Service (the "IRS") or any other taxing authority (other than routine audits undertaken in the ordinary course and which have been resolved on or prior to the date hereof); (ii) there are in effect no waivers of applicable statutes of limitations with respect to any Taxes owed by the Acquired Company for any year; (iii) neither the IRS nor any other taxing authority is now asserting or, to the knowledge of the Founding Stockholders, threatening to assert against the Acquired Company any deficiency or claim for refundadditional Taxes or interest thereon or penalties in connection therewith in respect of the income or sales of the Acquired Company; (iv) the Acquired Company has never been a member of an affiliated group of corporations filing a combined federal income Tax return nor does the Acquired Company have any liability for Taxes of any other Person under Treasury Regulations ss.1.1502-6 (or any similar provision of foreign, state or local law) or otherwise; and (v) the Acquired Company has not filed a consent under Section 341(f) of the Internal Revenue Code of 1986, as amended tax return (the "Code"), concerning collapsible corporations. The Acquired Company has never been a United States real property holding corporation within the meaning of Section 897(c)(1)(A)(ii) of the Code. The Acquired Company is not a party to any Tax allocation or declaration sharing arrangement. The Acquired Company is not a party to any contract, agreement, plan or arrangement covering any employee or former employee thereof, that, individually or collectively, could give rise to the payment of estimated taxany amount that would not be deductible pursuant to Section 280G or Section 162 of the Code. The Acquired Company is not a "foreign person" within the meaning of Section 1445 of the Code and Treasury Regulations Section 1.1445-2.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure SchedulePreviously Disclosed, (ii)(A) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate all federal, state, local and foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; Tax Returns (iiincluding information returns) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company Ahmanson or its Subsidiaries have been prepared in good faith and duly and timely filed, and all such filed Tax Returns are complete and accurate in all material respects; (B) Ahmanson and each of its Subsidiaries consolidated have paid in such returns full all Taxes due (the "Company Consolidated Returns"including interest and penalties) or by have provided adequate reserves for any such Taxes in the financial statements of Ahmanson in accordance with generally accepted accounting principles, whether or not shown as being due on behalf any of OCC the Tax Returns referred to in clause (i)(A), except for such Taxes as could not reasonably be expected to be material to Ahmanson and each its Subsidiaries; (C) neither Ahmanson nor any of its Subsidiaries consolidated has received any memorandum or opinion from legal counsel that was sought in such returns order to satisfy the reasonable cause exception (set forth in Section 6664(c) of the "OCC Consolidated Returns"Code) have been examined by or settled applicable to the penalties for certain underpayments of Taxes set forth in Sections 6662 through 6664 of the Code with respect to any year for which the Internal Revenue Service ("IRS") or other Governmental Entitystatute of limitations has not run; (vD) there are no material "deferred intercompany transactions" pending or "intercompany transactions" the gain threatened audits, examinations, assessments or loss in which has not yet been taken into account under the Company Consolidated Returns proposed assessments of a deficiency, or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets refund litigations with respect to any Taxes of the Company and each of Ahmanson or its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims as could not, individually or assessments against in the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect aggregate, reasonably be expected to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company Ahmanson and its Subsidiaries; (E) all Taxes, interest, additions and penalties due with respect to completed and settled examinations or concluded litigation relating to Taxes of Ahmanson or its Subsidiaries taken as a whole. For have been paid in full or adequate provision has been made for any such Taxes (in accordance with generally accepted accounting principles) on the purpose financial statements of this Agreement, the term "tax" Ahmanson; (including, with correlative meaning, the terms "taxes" and "taxable"F) shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative neither Ahmanson nor its Subsidiaries has executed an extension or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments waiver of any nature whatsoever, together with all interest, penalties and additions imposed statute of limitations on the assessment or collection of any Tax due that is currently in effect; (G) no power of attorney has been granted by or with respect to such amounts. The term "tax return" means a report, return Ahmanson or other information required to be supplied to or filed with a Governmental Entity any of its Subsidiaries with respect to any matter relating to Taxes; (H) neither Ahmanson nor any of its Subsidiaries has made or will make a material election as to Taxes during the period from January 1, 1997 through the Effective Time, other than elections made on tax including an information returnreturns filed for the year ended on December 31, claim for refund, amended tax return or declaration of estimated tax.1996;

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly All Tax Returns that are required to be filed by or with respect to United and its Subsidiaries have been duly filed, (ii) all Taxes shown to be due on behalf the Tax Returns referred to in clause (i) have been paid in full, (iii) the Tax Returns referred to in clause (i) have been examined by the IRS or the appropriate state, local or foreign taxing authority or the period for assessment of the Company 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 such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and each (vi) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of United or its Subsidiaries. Neither United nor any of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained has any liability with respect toto income, all material federal, state, foreign and local tax returns and reports required franchise or similar Taxes that accrued on or before the end of the most recent period covered by United's SEC Documents filed prior to be the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in United's SEC Documents filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect . As of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiariesdate hereof, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or neither United nor any of its Subsidiaries asserted in writing by has any Governmental Entity with respect reason to believe that any alleged deficiency in any tax, other than those claims conditions exist that might prevent or assessments that would not have a Material Adverse Effect on impede the Company or its Subsidiaries taken Merger from qualifying as a whole. For reorganization within the purpose meaning of this Agreement, Section 368(a) of the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (ai) Except as set forth on in Section 4.11, paragraph 1 3.1(m) of the Company Disclosure Schedule, (iA) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessorshas filed, if any), been included in or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect tosent, all material federalreturns, state, foreign declarations and local tax reports and information returns and reports statements required to be filed or sent by the Company relating to any Taxes (as defined below) with respect to any income, properties or operations of the Company (collectively, "Returns"); (B) as of the time of filing, the Returns were correct in all material respects; (C) the Company has timely paid or made provision for all Taxes that have been shown as due and payable on the Returns that have been filed; (D) the Company has made or will make provisions for all Taxes payable for any periods that end before the Effective Time for which no Returns have yet been filed and for any periods that begin before the Effective Time and end after the Effective Time to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time; (E) the charges, accruals and reserves for Taxes reflected on the books of the Company are adequate under generally accepted accounting principles to cover the Tax liabilities accruing or payable by the Company in respect of periods prior to the date hereof; (iiF) payment the Company is not delinquent in full or adequate provision for the payment of all material taxes required any Taxes nor has requested any extensions of time within which to be paid file or send any Return, which Return has not since been filed or sent; (G) no deficiency for any Taxes has been proposed, asserted or assessed, in respect writing, against the Company other than those Taxes being contested in good faith by appropriate proceedings (if necessary, Section 3.1(m) of the periods covered by such tax returns Disclosure Schedule shall set forth the nature of the proceedings, the type of return, the deficiencies proposed, asserted or assessed and reports has been madethe amount hereof, and the taxable year in question); (iiiH) a reserve which the Company reasonably believes has not granted any extension of the limitation period applicable to be adequate has been set up for the payment of all such material taxes anticipated to be payable any Tax claims other than those Taxes being contested in respect of periods through the most recent fiscal quarter endgood faith by appropriate proceedings; (ivI) none of the income tax returns required to be filed by or on behalf of the Company and each is not subject to liability for Taxes of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entityany person; (vJ) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which Company is not and has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payablea party to any tax sharing agreement; and (viiK) there have been no claims or assessments against the Company is not or any of its Subsidiaries asserted in writing by any Governmental Entity with respect has not been a party to any alleged deficiency in nexus or allocation agreements with any tax, other than those claims or assessments that would not have a Material Adverse Effect on State of the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxUnited States.

Tax Matters. (a) Except as set forth on Section 4.11M&T and each M&T Subsidiary have timely filed federal income tax returns for each year through December 31, paragraph 1 1997 and have timely filed, or caused to be filed, all other federal, state, local and foreign tax returns (including, without limitation, estimated tax returns, returns required under Sections 1441-1446 and 6031-6060 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of Code and the Company regulations thereunder and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, any comparable state, foreign and local Governmental Entities have been obtained with respect tolaws, all material federalany 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 tax returns and reports laws) required to be filed with respect to M&T or any M&T Subsidiary, except where the failure to file timely such federal income and other tax returns would not, in the aggregate, have a Material Adverse Effect on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material M&T. All taxes required to be paid due in respect of the periods covered by such tax returns and reports has have been made; (iii) a reserve which the Company reasonably believes to be paid or adequate has reserves have been set up established for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiariestaxes, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims where any such failure to pay or assessments against establish adequate reserves would not, in the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any taxaggregate, other than those claims or assessments that would not have a Material Adverse Effect on M&T and, as of the Company or its Subsidiaries taken as a whole. For the purpose of this AgreementClosing Date, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments taxes due in respect of any nature whatsoeversubsequent periods (or portions thereof) ending on or prior to the Closing Date will have been paid or adequate reserves will have been established for the payment thereof, together with all interestexcept where any such failure to pay or establish adequate reserves would not, penalties and additions imposed in the aggregate, have a Material Adverse Effect on M&T. Except as Previously Disclosed, no material (i) audit examination, (ii) deficiency, or (iii) refund litigation with respect to such amountsreturns or periods has been proposed or asserted or is pending. The term "tax return" means a report, return Neither M&T nor any M&T Subsidiary will have any material liability for any such taxes in excess of the amounts so paid or other information required to be supplied to reserves or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxaccruals so established.

Tax Matters. (a) Except as set forth on Section 4.11would not, paragraph 1 of individually or in the aggregate, have or be reasonably expected to have a Company Disclosure ScheduleMaterial Adverse Effect, (i) there has been duly the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by or any of them, and all such Tax Returns are complete and accurate, (ii) the Company and each of its Subsidiaries have paid all Taxes that are required to be paid by any of them, except with respect to matters contested in good faith and for which adequate reserves have been established on behalf the financial statements of the Company and its Subsidiaries in accordance with GAAP, (iii) the U.S. federal income Tax Returns of the Company and each of its Subsidiaries (and each of their respective predecessorsthrough the Tax year ending December 31, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities 2005 have been obtained with examined and such examination has been closed (or the period for assessment of the Taxes in respect to, all material federal, state, foreign and local tax returns and reports of which such Tax Returns were required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; expired), (iv) none of the income tax returns required all assessments for Taxes due with respect to be filed by completed and settled examinations or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") any concluded litigation have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; fully paid, (v) there are no material "deferred intercompany transactions" audits, examinations, investigations or "intercompany transactions" the gain other proceedings pending or loss threatened in which has not yet been taken into account under writing in respect of U.S. federal income Tax matters of the Company Consolidated Returns or the OCC Consolidated Returns; any of its Subsidiaries, (vi) there are no Liens for material taxes Taxes on any of the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would statutory Liens for Taxes not have a Material Adverse Effect on yet due and payable, (vii) none of the Company or any of its Subsidiaries taken as has been a whole. For “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the purpose Code (or any similar provision of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Section 6011 of the Code and foreign incomethe Treasury regulations promulgated thereunder, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative (ix) neither the Company nor any Subsidiary of the Company (A) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Company) or added minimum, ad valorem, transfer, excise and other taxes, duties any combined or assessments affiliated group or unitary group of taxpayers or (B) has any liability for the Taxes of any nature whatsoeverPerson (other than the Company or any of its present or former Subsidiary) under Treasury regulation Section 1.1502-6 (or any similar provision of state, together with all interestlocal, penalties and additions imposed with respect to such amounts. The term "tax return" means foreign or provincial law), under any other provision of law imposing joint liability for Taxes or members of a reportconsolidated, return affiliated, combined or other information required to be supplied to unitary group; or filed with a Governmental Entity with respect to under any tax including an information returnsharing agreement, claim for refundtax indemnity agreement, amended tax return or declaration of estimated taxany other similar agreement.

Tax Matters. (a) Except as set forth on Section 4.11for matters which would not have or would not reasonably be likely to have a Material Adverse Effect, paragraph 1 of the Company Disclosure Scheduleand each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for tax purposes of which the Company or any of its Subsidiaries is currently a member (a "Company Affiliated Group"), has timely filed all Tax Returns (as defined below) required to be filed by it in the manner provided by law, has paid all Taxes (as defined below) shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Except for matters which would not have or would not reasonably be likely to have a Material Adverse Effect: (i) there is no audit examination, deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any Taxes due and owing by the Company, any Subsidiary of the Company or any member of the Company Affiliated Group; (ii) no requests for waivers of the time to assess any Taxes have been granted or are pending (other than with respect to years that are currently under examination by the U.S. Internal Revenue Service or other applicable taxing authorities); (iii) all material assessments 21 for Taxes due and owing by the Company, any Subsidiary of the Company or any member of the Company Affiliated Group with respect to completed and settled examinations or concluded litigation have been paid, unless such amounts are not yet due or are being contested in good faith; (iv) the statute of limitations on assessment or collection of any federal or state income taxes due from the Company or any of its Subsidiaries has been duly filed by or on behalf expired for all taxable years of the Company and its Subsidiaries through February 1993; (v) the federal income Tax Returns of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained examined by and settled with respect to, the U.S. Internal Revenue Services for all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereofyears through February 1993; (iivi) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated have complied in such returns (all material respects with all rules and regulations relating to the "Company Consolidated Returns") or by or on behalf withholding of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payableTaxes; and (vii) there have to the knowledge of the Company, no liability for Taxes of another corporation has been no claims or assessments asserted against the Company or any of its Subsidiaries asserted in writing by reason of its being or having been a member of any Governmental Entity with respect to any alleged deficiency in any taxconsolidated, combined, unitary or aggregate group for tax purposes (other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a wholeAffiliated Group). For the purpose purposes of this Agreement, the term "taxTaxes" (includingshall mean any taxes of any kind, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign including but not limited to those on or measured by or referred to as income, profits, franchise, gross receipts, payrollcapital, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, useexcise, propertyseverance, withholdingstamp, occupation, premium, value added, alternative property or added minimumwindfall profits taxes, ad valorem, transfer, excise and other taxescustoms, duties or similar fees, assessments or charges of any nature kind whatsoever, together with all interestany interest and any penalties, penalties and additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. For purposes of this Agreement, "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to such amounts. The term "tax return" means a reportTaxes, return including any schedule or other information required to be supplied to attachment thereto or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxamendment thereof.

Tax Matters. (a) Except as otherwise set forth on in Section 4.11, paragraph 1 3.9 of the Company Disclosure ScheduleLetter, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate have filed all federal, and all material state, local and foreign and local Governmental Entities Tax Returns required to have been obtained with respect tofiled or appropriate extensions therefor have been properly obtained, all material federaland such Tax Returns are correct and complete, state, foreign and local tax returns and reports required except to the extent that any failure to so file or any failure to be filed correct and complete would not, individually or in the aggregate, have a Material Adverse Effect on or prior to the date hereofCompany; (ii) payment in full or adequate provision for the payment of all material taxes required Taxes shown to be due on such Tax Returns have been timely paid or extensions for payment have been properly obtained, except to the extent that any failure to so pay or so obtain such an extension would not, individually or in respect of the periods covered by such tax returns and reports has been madeaggregate, have a Material Adverse Effect on the Company; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated have complied in all material respects with all rules and regulations relating to the withholding of Taxes except to the extent that any failure to comply with such returns (rules and regulations would not, individually or in the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiariesaggregate, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company; (iv) any Tax Returns referred to in clause (i) relating to federal income Taxes have been examined by the IRS or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired; (v) no material issues that have been raised in writing by the relevant taxing authority in connection with the examination of the Tax Returns referred to in clause (i) are currently pending; (vi) all material deficiencies asserted or assessments made in writing as a result of any examination of such Tax Returns by any taxing authority have been paid in full; (vii) during the past three years, neither the Company or nor any of its Subsidiaries taken has been a distributing or controlled corporation in a transaction intended to qualify for tax-free treatment under Section 355 of the Code; (viii) neither the Company nor any of its Subsidiaries has been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the five-year period specified in Section 897(c)(1)(ii) of the Code ending on the Closing Date; (ix) during the last five years, neither the Company nor any of its Subsidiaries has been a whole. For party to any "listed transaction" within the purpose meaning of this AgreementTreasury Regulation 1.6011-4(b)(2) identified by the IRS; (x) during the most recently ended five taxable years (and during the period since the end of the most recently ended taxable year), neither the term "tax" Company nor any of its Subsidiaries (includingnor any predecessor thereof) has for United States federal income tax purposes filed Tax Returns on a consolidated basis with any group of corporations other than a group consisting solely of the Company, with correlative meaningone or more Subsidiaries thereof, or any combination thereof; and (xi) during the terms "taxes" most recently ended five taxable years (and "taxable"during the period since the end of the most recently ended taxable year) shall include all federalno Subsidiary of the Company organized under the laws of a jurisdiction outside the United States (and, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means the Company or any of its Subsidiaries, no predecessor thereof organized under the laws of a report, return jurisdiction outside the United States) has been acquired from any third party (directly or other information required to be supplied to indirectly) by the Company or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxSubsidiary thereof.

Tax Matters. (a) Except as set forth (i) The Company and each of its subsidiaries has timely filed all Tax Returns required to be filed (except those under valid extension) and shall timely file all Tax Returns due on Section 4.11or before the Closing Date (except those under valid extension), paragraph 1 (ii) the Company and each of its subsidiaries has timely paid all Taxes (whether or not reflected on such Tax Returns) and shall timely pay all Taxes due on or before the Closing Date, (iii) adequate reserves in accordance with generally accepted accounting principles have been established by the Company and its subsidiaries for all accrued Taxes not yet due and payable in respect of taxable periods ending on the Closing Date, (iv) no deficiency for any Tax has been asserted or assessed by any Governmental Entity in writing against the Company or any of its subsidiaries (or, to the knowledge of the Company, has been threatened or proposed), except for deficiencies that have been satisfied by payment, settled or been withdrawn, (v) all Taxes required to be withheld by the Company and its subsidiaries have been withheld and paid over to the appropriate Tax authority, (vi) neither the Company nor any of its subsidiaries has waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to any assessments or deficiency for Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course), (vii) neither the Company nor any of its subsidiaries has received written notice of any action, suit, proceeding, investigation, claim or audit against, or with respect to, any Taxes, and no such action, suit, proceeding, investigation, claim or audit is pending, (viii) there are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company Disclosure Scheduleor any of its subsidiaries, (iix) there neither the Company nor any of its subsidiaries (A) has been duly a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Company) since July 1, 2001, (B) has any liability for the Taxes of any person (other than the Company, or any subsidiary of the Company) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor or pursuant to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation (other than agreements among the Company and its subsidiaries and other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which does not relate to Taxes) or (C) has distributed the stock of another company in a transaction that was purported or intended to be governed by Section 355 or 361 of the Code, (x) neither the Company nor any of its subsidiaries has been required to make any disclosure to the Internal Revenue Service with respect to a “listed transaction” pursuant to Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code, (xi) no written claim has ever been made by an authority in a jurisdiction where neither the Company nor any of its subsidiaries files Tax Returns that the Company or any of its subsidiaries is or may be subject to Tax by that jurisdiction, (xii) the Company and each of its subsidiaries has made available to Parent copies of all Tax Returns filed by on or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, subsidiaries for all material federal, state, foreign and local tax returns and reports required to be filed Tax periods beginning on or prior to after July 1, 2005, (xiii) neither the date hereof; (iiCompany nor any of its subsidiaries has, during the applicable period specified in Section 897(c)(1)(A)(ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has Code, been made; (iiia “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns Code, (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (vxiv) there are is no material "deferred intercompany transactions" contract, agreement, plan or "intercompany transactions" the gain or loss in arrangement to which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have subsidiaries is a Material Adverse Effect on party as of the Company or its Subsidiaries taken as a whole. For the purpose date of this Agreement, including but not limited to the term "tax" (includingprovisions of this Agreement, with correlative meaningthat, individually or collectively, could give rise to the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments payment of any nature whatsoeveramount that would not be deductible pursuant to Sections 280G or 162(m) of the Code, together with all interest(xv) there is no contract, penalties agreement, plan or arrangement to which Company or any of its subsidiaries is a party or by which it is bound to compensate any individual for excise Taxes paid pursuant to Section 4999 of the Code, (xvi) none of the Company’s or any of its subsidiaries’ assets are Tax exempt use property within the meaning of Section 168(h) of the Code and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information (xvii) neither the Company nor any of its subsidiaries will be required to be supplied include any income or gain or exclude any deduction or loss from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of the existence prior to the Closing Date of any of the following: (A) a change in method of accounting under Section 481 of the Code, (B) a closing agreement under Section 7121 of the Code, (C) a deferred intercompany gain or filed with a Governmental Entity with respect to excess loss account under Treasury Regulations promulgated under Section 1502 of the Code (or in the case of each of (A), (B) and (C), under any tax including an information returnsimilar provision of applicable Law), claim for refund, amended tax return (D) installment sale or declaration of estimated taxopen transaction disposition or (E) prepaid amount.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of Schedule 3.08(a): (a) the Company Disclosure Scheduleand its Subsidiaries have timely filed all material Tax Returns which are required to be filed by them (taking into account any extensions of time to file) and each such Tax Return is true, correct and complete in all material respects; (b) all Taxes due and owing with respect to the Company and its Subsidiaries have been fully paid, except for Taxes being contested in good faith by appropriate proceedings and for which adequate reserves or accruals have been taken into account in the Financial Statements; (c) the Company and its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid relating to amounts paid to any employees, independent contractors, shareholders, or other third parties; (d) neither the Company nor any of its Subsidiaries has been a member of an Affiliated Group filing a consolidated federal income Tax Return and neither the Company nor any of its Subsidiaries has any Liability for or relating to Taxes of any Person (other than the Company or a Subsidiary) under Treasury Regulations Section 1.1502-6, or similar provision of state, local or foreign Tax Law, as a transferee or successor, by Contract, by operation of Law, or otherwise; (e) there are no audits, disputes or written claims regarding any Tax pending, or, to the Company’s Knowledge, threatened in writing with respect to the Company or any of its Subsidiaries; (f) neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency and no request for such a waiver or extension is currently pending; (g) to the Company’s Knowledge, no claim has been made in writing by any Governmental Entity 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 which has not been previously resolved; (h) to the Company’s Knowledge, no material deficiencies or adjustments for Taxes have been proposed or assessed in writing against the Company or any of its Subsidiaries by any Governmental Entity; (i) there are no Liens other than Permitted Liens for any Taxes upon the assets of the Company or any of its Subsidiaries; (j) no power of attorney has been duly filed given by or is binding upon the Company or any of its Subsidiaries with respect to material Taxes for any period for which the statute of limitations (including any waivers or extensions) has not yet expired; (k) neither the Company nor any of its Subsidiaries has entered into any “listed transaction” as defined in Treasury Regulation Section 1.6011-4(b)(2); (l) neither the Company nor any of its Subsidiaries has entered into any closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign Law) and neither the Company nor any of its Subsidiaries has received any “private letter ruling” or similar statement, agreement or letter from any Governmental Entity; (m) neither the Company nor any of its Subsidiaries is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement, or any other contract, obligation, understanding or agreement (whether written or oral) to pay the Taxes of another Person or to pay Taxes with respect to transactions relating to any other Person (other than the Company and the Subsidiaries), other than pursuant to customary gross-up provisions in credit agreements or similar commercial agreements; and (n) neither the Company nor any of its Subsidiaries is or will be required to include any material item of income in, or exclude any material item of deduction from, Taxable income for any Taxable period (or portion of a Straddle Period) ending after the Closing Date as a result of (i) any installment sale or open transaction disposition made on behalf or prior to the Closing Date, (ii) any prepaid amount received on or prior to the Closing Date, (iii) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding provision of state, local or foreign income Tax Law) arising before the Closing Date, (iv) Section 108(i) of the Code (or any corresponding provision of state, local or foreign income Tax Law) arising from a transaction occurring before the Closing Date, or (v) Section 481 of the Code (or any corresponding provision of state, local or foreign income Tax Law). The Company has provided the Purchaser with copies of all property Tax statements related to the Owned Real Property and the Leased Real Property, if any, received by the Company or any Subsidiary for the last two (2) fiscal years. The Company owns, directly or indirectly, no more than fifty percent (50%) of the capital interests and no more than fifty percent (50%) of the profits interests of each of RHS Partners, LLC and Trilogy Healthcare of Xxxxx, LLC. The U.S. federal, state and local income Tax classification of the Company and each of its Subsidiaries (and each the effective date of their respective predecessorsany IRS Form 8832 filed by any such entity is set forth on Schedule 3.08(b). Schedule 3.08 accurately reflects, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, in all material federalrespects, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect Sellers’ good faith estimate of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the federal income tax returns required to be filed by or on behalf Tax basis of the Company and each of its Subsidiaries consolidated in such returns (their respective assets as of December 31, 2014. This Section 3.08 and Section 3.05, Section 3.06 and Section 3.12 constitute the "Company Consolidated Returns") or by or on behalf of OCC sole and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets exclusive representations and warranties of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxTax matters.

Tax Matters. (a) Except as set forth on Section 4.11would not have, paragraph 1 of individually or in the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries have prepared and timely filed (and each taking into account any extension of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, time within which to file) all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or on behalf any of them and all such Tax Returns are complete and accurate, (ii) the Company and each of its Subsidiaries consolidated have timely paid all Taxes that are required to be paid by any of them (whether or not shown on any Tax Return), except with respect to matters contested in such returns (good faith and for which adequate reserves have been established on the "financial statements of the Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries in accordance with GAAP, (iii) the U.S. consolidated in such returns (federal income Tax Returns of the "OCC Consolidated Returns") Company through the Tax year ending 2002 have been examined or are currently being examined by or settled with the Internal Revenue Service ("IRS"or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired), (iv) all assessments for Taxes due with respect to completed and settled examinations or other Governmental Entity; any concluded litigation have been fully paid, (v) there are no material "deferred intercompany transactions" audits, examinations, investigations or "intercompany transactions" the gain other proceedings pending or loss threatened in which has not yet been taken into account under writing in respect of Taxes or Tax matters of the Company Consolidated Returns or the OCC Consolidated Returns; any of its Subsidiaries, (vi) there are no Liens for material taxes Taxes on any of the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted other than statutory Liens for Taxes not yet due and payable or Liens for Taxes that are being contested in writing good faith and for which adequate reserves have been established on the financial statements of the Company and its Subsidiaries in accordance with GAAP, (vii) none of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code (or any Governmental Entity similar provision of state, local or foreign Law) (A) occurring during the two-year period ending on the date hereof, or (B) that otherwise constitutes part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the Merger, (viii) the Company and each of its Subsidiaries has timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor, shareholder or other third party and is in compliance with all applicable rules and regulations regarding the solicitation, collection and maintenance of any forms, certifications and other information required in connection therewith, (ix) neither the Company nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is the Company) or has any liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar provision of Law), by contract, agreement or otherwise, (x) no waivers or extensions of any statute of limitations have been granted or requested with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on Taxes of the Company or any of its Subsidiaries taken as a whole. For the purpose of this AgreementSubsidiaries, the term "tax" and (including, with correlative meaning, the terms "taxes" and "taxable"xi) shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed no Taxing authority with respect to such amounts. The term "tax return" means a report, return which the Company and its Subsidiaries do not file Tax Returns has delivered written notice to the Company or other information required any of its Subsidiaries that the they are or may be subject to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxTaxes by that Taxing authority.

Tax Matters. (a) Except as otherwise set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, in FTX Letter: (i) there has been duly filed by or on behalf of the Company FTX and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate have filed all federal, and all material state, local, foreign and local Governmental Entities provincial, Tax Returns required to have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof, or appropriate extensions therefor have been properly obtained, and such Tax Returns are correct and complete, except to the extent that any failure to be correct and complete would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) payment in full or adequate provision for the payment of all material taxes required Taxes shown to be due on such Tax Returns have been timely paid in respect of the periods covered by or extensions for payment have been duly obtained, or such tax returns Taxes are being timely and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company properly contested, and FTX and each of its Subsidiaries consolidated have complied in all material respects with all rules and regulations relating to the withholding of Taxes, except to the extent that any failure to comply with such returns rules and regulations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (the "Company Consolidated Returns"iii) or by or on behalf of OCC and each neither FTX nor any of its Subsidiaries consolidated has waived any statute of limitations in respect of its Taxes; (iv) such returns (the "OCC Consolidated Returns") Tax Returns relating to federal and state income Taxes have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entitythe appropriate state taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" issues that have been raised in writing by the gain or loss relevant taxing authority in which has not yet been taken into account under connection with the Company Consolidated examination of such Tax Returns or the OCC Consolidated Returnsare currently pending; (vi) there 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 are no Liens for material taxes on the assets of the Company being timely and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payableproperly contested; and (vii) there FTX has complied with all covenants made by it in Article V of the Distribution Agreement dated as of July 5, 1995, between FTX and Freeport-McMoRan Copper and Gold Inc. ("FCX") and, to the knowledge of FTX, FCX has also so complied. The charges, accruals and reserves on the books of FTX and its Subsidiaries in respect of Taxes have been no claims or assessments against the Company or any of its Subsidiaries asserted established and maintained in writing by any Governmental Entity accordance with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxgenerally accepted accounting principles.

Tax Matters. (a) Except Each Asset Seller and each Acquired Company has timely filed or had timely filed on its behalf all Tax Returns (as set forth defined below) that it was required to file (separately or as part of a consolidated, combined or unitary group) and all such Tax Returns are true, correct and complete in all material respects. Each Asset Seller and each Acquired Company has timely paid (or had paid on Section 4.11its behalf) and will timely pay all Taxes (as defined below), paragraph 1 regardless of whether such Taxes were shown to be due on any such Tax Returns. The Most Recent Balance Sheet reflects an adequate reserve (determined in accordance with the applicable accounting standards) (excluding any reserves for deferred Taxes) for all Taxes payable by each Asset Seller and each Acquired Company for all taxable periods and portions thereof accrued as of the Balance Sheet Date. None of the Acquired Companies or Asset Sellers will accrue any additional Taxes through the Closing Date other than in the Ordinary Course of Business. All Taxes that each Asset Seller and each Acquired Company Disclosure Schedule, (i) there has is or was required by law to withhold or collect have been duly filed by withheld or on behalf of collected and, to the Company and each of its Subsidiaries (and each of their respective predecessorsextent required, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior paid to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other proper Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity such Taxes with respect to any alleged deficiency in any taxwhich the failure to withhold, other than those claims collect or assessments that pay would not have reasonably be expected to result in a Material Adverse Effect on material liability to the Company or its Subsidiaries Business, taken as a whole. For the purpose purposes of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.“

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly FBR Group and its subsidiaries have timely filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, will timely file all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by them with any taxing authority, taking into account any extension of time to file, and all such Tax Returns are complete and correct in all material respects, (ii) all Taxes that are shown as due on such Tax Returns have been or, prior to the Closing Date, will be timely paid and all other material Taxes which are due and payable have been or, prior to the Closing Date, will be timely paid, (iii) no deficiency for Taxes has been asserted or on behalf of the Company and each assessed in writing by a taxing authority against FBR Group or any of its Subsidiaries consolidated subsidiaries for which there are not reserves in such returns accordance with GAAP, (the "Company Consolidated iv) FBR Group and its subsidiaries have provided reserves in accordance with GAAP in their financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; , (v) there are no material "deferred intercompany transactions" FBR Group and its subsidiaries have neither extended nor waived any applicable statute of limitations with respect to Taxes and have not otherwise agreed to any extension of time with respect to a Tax assessment or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; deficiency, (vi) there are no Liens for material taxes on the assets of the Company and each neither FBR Group nor any of its Subsidiariessubsidiaries is a party to any tax sharing agreement or arrangement other than with each other, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims are not pending or assessments against the Company threatened in writing any audits, examinations, investigations, litigation, or other proceedings in respect of Taxes of FBR Group or any of its Subsidiaries asserted in writing by any Governmental Entity subsidiaries, and (viii) to the knowledge of FBR Group, no liens for Taxes exist with respect to any alleged deficiency in any tax, other than those claims of the assets or assessments that would not have a Material Adverse Effect on the Company properties of FBR Group or its Subsidiaries taken as a whole. For the purpose of this Agreementsubsidiaries, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative except for liens for Taxes that are not yet due or added minimum, ad valorem, transfer, excise and other taxes, duties payable or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxthat are being contested in good faith.

Tax Matters. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns that were required to be filed by or on behalf of the Company and each with respect to Parent or any of its Subsidiaries consolidated in have been duly and timely filed or caused to be timely filed (taking into account any extension of time within which to file) and all such returns Tax Returns are complete and accurate, (the "Company Consolidated Returns"b) all Taxes owed by Parent or by or on behalf of OCC and each any of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") that are or have become due have been examined by timely paid in full or settled with caused to be timely paid in full or an adequate reserve for the Internal Revenue Service payment of such Taxes has been established in their books and records, ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vic) there are no Liens for material taxes on any of the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company Parent or any of its Subsidiaries asserted that arose in connection with any failure (or alleged failure) to pay any Taxes on any of such assets, (d) there is no claim against Parent or any of its Subsidiaries for any Taxes, and no assessment, deficiency, or adjustment has been asserted, proposed, or threatened in writing by any Governmental Entity with respect to any alleged deficiency Taxes or Tax Returns of or with respect to Parent or any of its Subsidiaries, and (e) Parent has not constituted either a “distributing corporation” or a “controlled corporation” in any a distribution of stock intended to qualify for tax, other than those claims -free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or assessments that would not have in a Material Adverse Effect on distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the Company or its Subsidiaries taken as a wholemeaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement. For Notwithstanding anything to the purpose of contrary contained elsewhere in this Agreement, this Section 5.10 contains the term "tax" (including, with correlative meaning, the terms "taxes" sole and "taxable") shall include all federal, state, local exclusive representations and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed warranties with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxTax matters.

Tax Matters. (a) Except as otherwise set forth on Section 4.11, paragraph 1 2.14 of the Company Disclosure Schedule, (i) there has been duly all income and all other material Tax Returns required to be filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or subsidiaries prior to the date hereofhereof have been timely filed (except those remaining unfiled as of the date hereof as the result of an effective and valid extension); (ii) payment all such Tax Returns are true, correct and complete in full or adequate provision for the payment of all material taxes respects; (iii) as of the date of this Agreement, all Taxes required to be paid in respect of the periods covered or withheld by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated subsidiaries have been timely paid or withheld, and Taxes not yet required to be paid that are with respect to taxable periods covered by the most recent financial statements have been adequately provided for on the most recent financial statements of the applicable entity (unless such Taxes are being contested in good faith and by appropriate proceedings, in which case adequate reserves for such returns Taxes have been established in the financial statements of the appropriate entity in accordance with generally accepted accounting principles); (iv) no event has occurred since the "date of the last filed U.S. federal income Tax Return of the Company Consolidated Returns") that would require the Company or by or on behalf of OCC and each any of its Subsidiaries consolidated in subsidiaries to pay a material amount of Taxes attributable to a taxable period covered by the most recent financial statements that was not reflected on such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entityfinancial statements; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" as of the gain or loss in which has not yet been taken into account under date of this Agreement, neither the Seller, the Company Consolidated Returns nor any of its subsidiaries has received written notice of any claim, action, assessment or the OCC Consolidated Returnsadjustment by a Tax authority with respect to, any Taxes; (vi) there are no Liens audits, examination investigations or other proceedings pending or, to the Company’s knowledge, threatened in writing in respect of Taxes of the Company or any of its subsidiaries; (vii) there are no liens for material taxes on Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its subsidiaries; (viii) none of the Company or any of its subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Tax law) occurring during the two-year period ending on the date hereof; (ix) no waivers or extensions of any statute of limitations have been granted or requested and remain in effect with respect to any Taxes of the Company or its subsidiaries; (x) none of the Company or any of its subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); (xi) no closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign Tax law) has been entered into by or with respect to the Company or any of its subsidiaries; (xii) neither the Company nor any of its subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return or any similar provision of state, local or foreign Tax law (other than a group the common parent of which was the Company), (B) has any liability for the Taxes of any person (other than the Company, or any subsidiary of the Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), (C) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, (D) has had a change of accounting method for or other transaction occurring in a taxable period ending on or prior to the date of this Agreement that could produce taxable income in a taxable period ending after the date of this Agreement, or (E) has made an installment sale or an open transaction disposition on or prior to the date of this Agreement; (xiii) none of the Company or any of its subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xiv) 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 Returns that the Company or any of its subsidiaries is or may be subject to taxation by that authority; (xv) none of the Company or any of its subsidiaries had any amount includible in its income for the 2008 taxable year under Section 951 of the Code; (xvi) the Company and each of its Subsidiariessubsidiaries has no outstanding U.S. federal income Tax liability arising from any of (A) the transfer of Hungarotel Zrt, except PanTel Kft, and PanTel Technocom Kft by the Company to HTCC Sub in 2007, or (B) the transfer of HTCC Sub by the Company to Invitel Holdings Hungary Kft in November 2008; (xvii) neither the Company nor any of its subsidiaries will incur any additional U.S. federal income Tax liability in connection with the filing of an amended 2007 U.S. federal income Tax Return; (xviii) the Company is not now and never has been treated as a domestic corporation for statutory liens U.S. federal income Tax purposes under the provisions of Section 7874 of the Code; (xix) from 24 February 2009 the Company is duly regarded as a resident of Hungary for current taxes the purposes of corporate income Tax, special Tax and the Income and Capital Tax Convention between Hungary and Denmark and is not yet due and payableregarded as being a resident of Denmark for any purpose of Danish Tax Law; and (viixx) there have been no claims or assessments against the Company or any possesses sufficient written evidence in its permanent books and records, collected contemporaneously with its original execution, to substantiate that its effective place of management is in Hungary and to support its Subsidiaries asserted transfer pricing methodology in writing by any Governmental Entity accordance with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a wholeHungarian Corporate Tax Act (Act no. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax81/1996).

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 in Item 2.10 of the Company Disclosure Schedule, Powertel Letter or as would not have a Material Adverse Effect on Powertel: (i) there has been duly filed by or on behalf of the Company Powertel and each of its the Powertel Subsidiaries have timely filed (and each of their respective predecessors, if any), or filing after taking into account any extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, to file) all material federal, state, foreign and local tax returns and reports Tax Returns required to be filed by them either on a separate or prior to the date hereofcombined or consolidated basis; (ii) payment all such Tax Returns are correct in full or adequate provision for the payment of all material taxes respects and accurately disclose in all respects all Taxes required to be paid in respect of for the periods covered by such tax returns and reports has been madethereby; (iii) Powertel and the Powertel Subsidiaries have paid or caused to be paid all Taxes shown as due on 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 which the Company reasonably believes for deferred Taxes established to be adequate has been set up reflect timing differences between book and Tax treatment) for the payment of all such material taxes anticipated to be payable in respect of taxable periods and portions thereof accrued through the most recent fiscal quarter enddate of such financial statements; (iv) none of the income tax returns required to be filed by Powertel or on behalf any Powertel Subsidiary has waived in writing any statute of the Company and each limitations in respect of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental EntityTaxes; (v) there are is no material "deferred intercompany transactions" action, suit, investigation, audit, claim or "intercompany transactions" assessment that has been formally commenced or proposed to Powertel in writing with respect to Taxes of Powertel or any of the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated ReturnsPowertel Subsidiaries where an adverse determination is reasonably likely; (vi) there are no Liens for material taxes on Taxes upon the assets of the Company and each of its Subsidiaries, Powertel or any Powertel Subsidiary except for statutory liens for Liens relating to current taxes Taxes not yet due 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 payablecollected, 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 taxable periods ending on or before the Effective Time could be disallowed under Section 162(m) of the Code; (x) neither Powertel nor any of the 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 "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 employee or former employee of, or individual providing services to, Powertel or any 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 (viixiii) there have been no claims or assessments against the Company none of Powertel, VoiceStream or any of its their Subsidiaries asserted in writing by will be obligated to pay any Governmental Entity with respect to excise taxes or similar taxes imposed on any alleged deficiency in employee or former employee of, or individual providing services to, Powertel or any tax, other than those claims Powertel Subsidiary under Section 4999 of the Code or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken any similar provisions as a whole. For result of the purpose consummation of this Agreementthe transactions contemplated hereby, the term "tax" (including, either alone or in connection with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and any other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxevent.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate All federal, state, local and foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and FDC, each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims each affiliated, combined, consolidated or assessments against the Company unitary group of which FDC or any of its Subsidiaries asserted (i) is a member (a "Current FDC Group") or (ii) has been a member within six years prior to the date hereof but is not currently a member, but only insofar as any such Tax relates to a taxable period ending on a date within the last six years (a "Past FDC Group", together with Current FDC Groups, a "FDC Affiliated Group") have been timely filed, and all returns filed are complete and accurate except to the extent any failure to file or any inaccuracies in writing by any Governmental Entity with respect to any alleged deficiency filed returns would not, individually or in any taxthe aggregate, other than those claims or assessments that would not have a Material Adverse Effect on FDC (it being understood that the Company representations made in this Section, to the extent that they relate to Past FDC Groups, are made to the knowledge of FDC). All Taxes due and owing by FDC, any Subsidiary of FDC or its Subsidiaries taken as any FDC Affiliated Group have been paid, or adequately reserved for, except to the extent any failure to pay or reserve would not, individually or in the aggregate, have a wholeMaterial Adverse Effect on FDC. For the purpose of this AgreementThere is no audit examination, the term "tax" (includingdeficiency, with correlative meaningrefund litigation, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative proposed adjustment or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity matter in controversy with respect to any tax including an information returnTaxes due and owing by FDC, claim any Subsidiary of FDC or any FDC Affiliated Group which would, individually or in the aggregate, have a Material Adverse Effect on FDC. All assessments for refundTaxes due and owing by FDC, amended tax return any Subsidiary of FDC or declaration any FDC consolidated group with respect to completed and settled examinations or concluded litigation have been paid. As soon as practicable after the public announcement of estimated taxthe execution of the Merger Agreement, FDC will provide R&B with written schedules of (i) the taxable years of FDC for which the statutes of limitations with respect to federal income Taxes have not expired, and (ii) with respect to federal income Taxes, those years for which examinations have been completed, those years for which examinations are presently being conducted, and those years for which examinations have not yet been initiated. FDC and each of its Subsidiaries have complied in all material respects with all rules and regulations relating to the withholding of Taxes, except to the extent any such failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on FDC.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of in the Company Chancellor Disclosure ScheduleLetter, (iA) there has been duly filed by or on behalf of the Company Chancellor and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from subsidiaries have timely filed with the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, taxing authorities all material federal, state, foreign Tax Returns required to be filed through the date hereof and local tax returns and reports will timely file any such material Tax Returns required to be filed on or prior to the date hereof; Closing Date (iiexcept those under valid extension) payment and all such Tax Returns are and will be true and correct in full or adequate provision for the payment of all material taxes required to be paid in respect respects, (B) all Taxes of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company Chancellor and each of its Subsidiaries consolidated subsidiaries shown to be due on the Tax Returns described in (A) above have been or will be timely paid or adequately reserved for in accordance with GAAP (except to the extent that such returns Taxes are being contested in good 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 "Company Consolidated Returns"appropriate financial statements of Chancellor and its subsidiaries, and no power of attorney with respect to any Taxes has been executed or filed with any taxing authority and no material issues relating to Taxes have been raised in writing by any governmental authority during any presently pending audit or examination, (D) or 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 on behalf of OCC and each requested in writing from Chancellor or any of its Subsidiaries consolidated in such returns subsidiaries, (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (vE) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes Taxes (other than for Taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company on any assets of Chancellor or any of its Subsidiaries asserted in writing by subsidiaries, (F) neither Chancellor nor any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have of its subsidiaries is a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied party to or filed with bound by (nor will any of them become a Governmental Entity with respect party to or bound by) any tax including an information returnindemnity, claim for refundtax sharing, amended tax return allocation agreement, or declaration of estimated tax.similar agreement,

Tax Matters. (a) Except as set forth on Section 4.11would not, paragraph 1 of individually or in the Company Disclosure Scheduleaggregate, reasonably be expected to have a Material Adverse Effect, (i) there has all Tax Returns required to be filed by, or with respect to any activities of, the Company and its subsidiaries have been duly timely filed by or on behalf (except those under valid extension), (ii) all Taxes of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities subsidiaries have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior timely paid except to the date hereof; (ii) payment extent such Taxes are being contested in full good faith or adequate provision have been adequately provided for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; accordance with generally accepted accounting principles, (iii) a reserve which without taking into account any transactions contemplated by this Agreement and based upon activities, including outside the ordinary course of business, to date, adequate reserves in accordance with generally accepted accounting principles have been established by the Company reasonably believes to be adequate has been set up and its subsidiaries for the payment of all such material taxes anticipated to be Taxes not yet due and payable in respect of taxable periods through ending on the most recent fiscal quarter end; date hereof, (iv) none of the income tax returns required to be filed no deficiency for any Tax has been asserted or assessed by or on behalf of the Company and each of its Subsidiaries consolidated any Governmental Entity in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments writing against the Company or any of its Subsidiaries asserted subsidiaries (or, to the knowledge of the Company, has been threatened or proposed), except for deficiencies which have been satisfied by payment, settled or been withdrawn or which are being contested in writing good faith, (v) all Taxes required to be withheld by the Company and its subsidiaries have been withheld and paid over to the appropriate Tax authority, (vi) neither the Company nor any Governmental Entity of its subsidiaries has waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to any alleged an assessment or deficiency in any tax, for Taxes (other than those claims pursuant to extensions of time to file Tax Returns obtained in the ordinary course), (vii) neither the Company nor any of its subsidiaries has received written notice of any action, suit, proceeding, investigation, claim or assessments that would audit against, or with respect to, any Taxes, and no such action, suit, proceeding, investigation, claim or audit is pending, (viii) there are no liens for Taxes (other than Taxes not have a Material Adverse Effect on yet due and payable) upon any of the assets of the Company or any of its Subsidiaries taken as subsidiaries, (ix) since August 1, 1998, neither the Company nor any of its subsidiaries (A) has been a whole. For member of an affiliated group filing a consolidated federal income tax return (other than a group the purpose common parent of this Agreementwhich was the Company), (B) has any liability for the term "tax" Taxes of any Person (includingother than the Company, with correlative meaning, or any subsidiary of the terms "taxes" and "taxable"Company) shall include all federal, under Treasury regulation section 1.1502-6 (or any similar provision of state, local and or foreign incomelaw) as a transferee or successor or pursuant to any indemnification, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative allocation or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed sharing agreement with respect to such amounts. The term "tax return" means Taxes that could give rise to a report, return payment or indemnification obligation (other than agreements among the Company and its subsidiaries and other than customary Tax indemnifications contained in credit or other information commercial agreements the primary purpose of which does not relate to Taxes), or (C) has distributed the stock of another company in a transaction that was purported or intended to be governed by Section 355 or Section 361 of the Code, and (x) neither the Company nor any of its subsidiaries is required to be supplied make any disclosure to or filed with a Governmental Entity the Internal Revenue Service with respect to any tax including an information return, claim for refund, amended tax return or declaration a “listed transaction” pursuant to Section 1.6011-4(b)(2) of estimated taxthe Treasury Regulations promulgated under the Code.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company Parent and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate have filed all federal, and all material state, foreign local and local Governmental Entities foreign, Tax Returns required to have been obtained with respect tofiled or appropriate extensions therefor have been properly obtained, all material federaland such Tax Returns are correct and complete, state, foreign and local tax returns and reports required except to the extent that any failure to so file or any failure to be filed correct and complete would not, individually or in the aggregate, have a Parent Material Adverse Effect; (b) all Taxes shown to be due on such Tax Returns have been timely paid or prior extensions for payment have been properly obtained, except to the date hereofextent that any failure to so pay or so obtain such an extension would not, individually or in the aggregate, have a Parent Material Adverse Effect; (iic) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company Parent and each of its Subsidiaries consolidated have complied with all rules and regulations relating to the withholding of Taxes except to the extent that any noncompliance with such rules or regulations would not, individually or in such returns the aggregate, have a Parent Material Adverse Effect; (the "Company Consolidated Returns"d) or by or on behalf of OCC any Tax Returns referred to in clause (a) relating to federal income Taxes and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") material state, local, and foreign income Taxes have been examined by or settled with the Internal Revenue Service ("the “IRS"”) or other Governmental Entityrelevant authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired; (ve) no material issues that have been raised in writing by the relevant taxing authority in connection with the examination of the Tax Returns referred to in clause (a) are currently pending; (f) no material deficiencies asserted or assessments made in writing as a result of any examination of such Tax Returns by any taxing authority are currently pending; (g) during the past three years, neither Parent nor any of its Subsidiaries has been a distributing or controlled corporation in a transaction intended to qualify for tax-free treatment under Section 355 of the Code; (h) during the last five years, neither Parent nor any of its Subsidiaries has been a party to any so-called “listed transaction” (as defined in Treasury Regulations § 1.6011-4(b)(2)) which, as a result, Parent or any of its Subsidiaries was required to disclose to the IRS; (i) Parent has not waived in writing any statute of limitations in respect of any material Taxes; (j) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens liens for material taxes on Taxes upon the assets of the Company and each Parent or any of its Subsidiaries, except for statutory liens for relating to current taxes Taxes not yet due and payabledue; and (viik) there have been no claims or assessments against the Company none of Parent or any of its Subsidiaries asserted has been in writing by the past ten (10) years a member of any Governmental Entity with respect to any alleged deficiency in any taxgroup of corporations filing Tax Returns on a consolidated, unitary or similar basis other than those claims or assessments that would not have each such group of which it is currently a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxmember.

Tax Matters. (ai) Except The Company and its Material Subsidiaries have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; (ii) the Company and its Material Subsidiaries have paid all Taxes due and payable or that the Company or any Material Subsidiary is obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith and for which adequate reserves have been provided in accordance with GAAP or for such amounts that, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect; (iii) as set forth on Section 4.11of the date of this Agreement, paragraph 1 there are no pending or, to the knowledge of the Company, threatened in writing audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters relating to the Company or any Material Subsidiary which, if determined adversely to the Company or such Material Subsidiary, could reasonably be expected to have a Company Material Adverse Effect; (iv) there are no deficiencies or claims for any Taxes that have been proposed, asserted or assessed against the Company or any Material Subsidiary, which if such deficiencies or claims were finally resolved against the Company or such Material Subsidiary, could reasonably be expected to have a Company Material Adverse Effect; (v) there are no material liens or claims for Taxes upon the assets of the Company Disclosure Scheduleor any Material Subsidiary, other than liens or claims for current Taxes not yet due and payable and liens or claims for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP; (ivi) there the Company has been duly made available to the Buyer (1) all material Tax Returns filed by or on behalf of the Company or any Material Subsidiary for all completed Tax years that remain open for audit or review by the relevant Tax Authority and each (2) all material ruling requests, private letter rulings, notices of proposed deficiencies, closing agreements and settlement agreements, and any similar documents or communications sent or received by the Company or any Material Subsidiary relating to Taxes, to the extent still pending or in effect; (vii) the Company and the Company Subsidiaries have not incurred any material liability for Taxes from and after September 15, 2003 other than Taxes incurred in the ordinary course of business consistent with past practices; (viii) neither the Company nor any Material Subsidiary has made an election under Section 341(f) of the Internal Revenue Code of 1986, as amended (the “Code”); (ix) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in the Company and the Company Subsidiaries incurring any material liability to make or possibly make any payments, either alone or in conjunction with any other payments, that (A) are non-deductible under, or would otherwise constitute a “parachute payment” within the meaning of, Section 280G of the Code or (B) are or may be subject to the imposition of an excise Tax under Section 4999 of the Code; (x) as of the date hereof the Company and the Company Subsidiaries have not agreed to, and are not required to, make any adjustments or changes to their accounting methods pursuant to Section 481 of the Code (or similar provisions of state, local or foreign law), and neither the Internal Revenue Service nor any other Tax Authority has proposed in writing any such adjustments or changes in the accounting methods of the Company and the Material Subsidiaries; (xi) to the Company’s knowledge, no unresolved material claim has ever been made in writing by any Tax Authority in a jurisdiction in which the Company or the Company Subsidiaries do not file Tax Returns that any such person is or may be subject to taxation by that jurisdiction; (xii) the Company is not, and has not been during the five-year period ending on the date hereof, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code; (xiii) neither the Company nor any of its Subsidiaries (and each of their respective predecessors, if any), 1) is a party to any Tax sharing or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required similar agreement or any arrangement pursuant to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company it or any of its Subsidiaries asserted in writing by has an obligation to indemnify any Governmental Entity party (other than the Company or any Company Subsidiary) with respect to Taxes or (2) is or has been since September 15, 2003 a member of an affiliated group filing a consolidated return (other than a group the common parent of which is the Company); (xiv) neither the Company nor any alleged deficiency Company Subsidiary has engaged in any tax“reportable transactions” within the meaning of Treasury Regulation §1.6011-4(b) during the period for which such regulation is effective; and, other than those claims or assessments that would not have a Material Adverse Effect (xv) during the five-year period ending on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.the

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of Schedule 3.14(a) to the Company Disclosure ScheduleLetter, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries all Tax Returns (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (iias defined below) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns that are required to be filed by or on behalf with respect to the Company and its Subsidiaries as of the date hereof and of the Closing Date have been duly filed, (ii) all Taxes (as defined below) of the Company and each of its Subsidiaries consolidated due and not yet delinquent and payable without penalty, whether or not shown on the Tax Returns referred to in such returns clause (i), have been paid in full, (iii) the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated Tax Returns referred to in such returns clause (the "OCC Consolidated Returns"i) have been examined audited by or settled with the Internal Revenue Service or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, ("IRS"iv) all deficiencies asserted or other Governmental Entity; assessments made as a result of such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, (vi) no waiver of statutes of limitation have been given by or requested with respect to any Taxes of the Company or its Subsidiaries, (vii) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against Taxes on any asset of the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims for current Taxes not yet due and payable, or assessments that would if due, are (A) not have a Material Adverse Effect on delinquent or (B) being contested in good faith by appropriate proceedings, (viii) no consent has been filed relating to the Company or any of its Subsidiaries taken as a whole. For pursuant to Section 341(f) of the purpose Code, (ix) neither the Company nor any Subsidiary has any current liability, or has knowledge of this Agreementany events or circumstances which could result in any liability, for Taxes of any person (other than the term "tax" Company and its Subsidiaries) (including, with correlative meaning, the terms "taxes" and "taxable"A) shall include all federal, under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (B) as a transferee or successor, (C) by contract or (D) otherwise, (x) the Company's methods of tax accounting are correct in all material respects and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise (xi) the transfer pricing methodologies used by the Company and other taxes, duties or assessments of any nature whatsoever, together with its Subsidiaries are correct in all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxmaterial respects.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has The Company and each of its Subsidiaries have timely filed, or have caused to be duly and timely filed (in each case, taking into account extensions validly obtained) all material Tax Returns required to be filed; (ii) all such Tax Returns are true, complete and accurate in all material respects; (iii) all Taxes shown as due and payable by the Company and its Subsidiaries on such Tax Returns, and all other material amounts of Taxes otherwise due and payable by the Company and its Subsidiaries, have been duly filed by or on behalf of timely paid; (iv) the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, complied in all material federalrespects with all applicable Laws relating to the payment and withholding of Taxes and have, statewithin the time and in the manner prescribed by Law, foreign withheld and local tax returns and reports paid over to the proper Governmental Entity all material amounts in respect of amounts paid to employees, independent contractors, creditors, stockholders or other third parties required to be filed on or prior to the date hereofso withheld and paid over; (iiv) payment the Company and its Subsidiaries have established reserves in full or accordance with GAAP that are adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes Taxes not yet due and payablepayable by the Company and its Subsidiaries through the date hereof; and (viivi) there have been no claims Tax authority has asserted, or assessments against threatened in writing to assert, a material Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of the Company or any of its Subsidiaries asserted in writing by that have not been paid or otherwise settled. There are no material Liens or other encumbrances for Taxes upon any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on assets of the Company or any of its Subsidiaries taken as a whole. For the purpose of this AgreementSubsidiaries, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim except for refund, amended tax return or declaration of estimated taxPermitted Liens.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly FBR Asset and its subsidiaries have timely filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, will timely file all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by them with any taxing authority, taking into account any extension of time to file, and all such Tax Returns are complete and correct in all material respects, (ii) all Taxes that are shown as due on such Tax Returns have been or, prior to the Closing Date, will be timely paid and all other material Taxes which are due and payable have been or, prior to the Closing Date, will be timely paid, (iii) no deficiency for Taxes has been asserted or on behalf of the Company and each assessed in writing by a taxing authority against FBR Asset or any of its Subsidiaries consolidated subsidiaries for which there are not reserves in such returns accordance with GAAP, (the "Company Consolidated iv) FBR Asset and its subsidiaries have provided reserves in accordance with GAAP in their financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; , (v) there are no material "deferred intercompany transactions" FBR Asset and its subsidiaries have neither extended nor waived any applicable statute of limitations with respect to Taxes and have not otherwise agreed to any extension of time with respect to a Tax assessment or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; deficiency, (vi) there are no Liens for material taxes on the assets of the Company and each neither FBR Asset nor any of its Subsidiariessubsidiaries is a party to any tax sharing agreement or arrangement other than with each other, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims are not pending or assessments against the Company threatened in writing any audits, examinations, investigations, litigation, or other proceedings in respect of Taxes of FBR Asset or any of its Subsidiaries asserted in writing by any Governmental Entity subsidiaries, and (viii) to the knowledge of FBR Asset, no liens for Taxes exist with respect to any alleged deficiency in any tax, other than those claims of the assets or assessments that would not have a Material Adverse Effect on the Company properties of FBR Asset or its Subsidiaries taken as a whole. For the purpose of this Agreementsubsidiaries, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative except for liens for Taxes that are not yet due or added minimum, ad valorem, transfer, excise and other taxes, duties payable or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxthat are being contested in good faith.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate All federal, state, local and foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and R&B, each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims each affiliated, combined, consolidated or assessments against the Company unitary group of which R&B or any of its Subsidiaries asserted (i) is a member (a "Current R&B Group") or (ii) has been a member within six years prior to the date hereof but is not currently a member, but only insofar as any such Tax relates to a taxable period ending on a date within the last six years (a "Past R&B Group", together with Current R&B Groups, an "R&B Affiliated Group") have been timely filed, and all returns filed are complete and accurate except to the extent any failure to file or any inaccuracies in writing by any Governmental Entity with respect to any alleged deficiency filed returns would not, individually or in any taxthe aggregate, other than those claims or assessments that would not have a Material Adverse Effect on R&B (it being understood that the Company representations made in this Section, to the extent that they relate to Past R&B Groups, are made to the knowledge of R&B). All Taxes due and owing by R&B, any Subsidiary of R&B or its Subsidiaries taken as any R&B Affiliated Group have been paid, or adequately reserved for, except to the extent any failure to pay or reserve would not, individually or in the aggregate, have a whole. For the purpose of this AgreementMaterial Adverse Effect on R&B. There is no audit examination, the term "tax" (includingdeficiency, with correlative meaningrefund litigation, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative proposed adjustment or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity matter in controversy with respect to any tax including an information returnTaxes due and owing by R&B, claim any Subsidiary of R&B or any R&B Affiliated Group which would, individually or in the aggregate, have a Material Adverse Effect on R&B. All assessments for refundTaxes due and owing by R&B, amended tax return any Subsidiary of R&B or declaration any R&B Affiliated Group with respect to completed and settled examinations or concluded litigation have been paid. As soon as practicable after the public announcement of estimated tax.the execution of the Merger Agreement, R&B will provide FDC with written schedules of (i) the taxable years of R&B for which the statutes of limitations with respect to federal income Taxes have not expired, and (ii) with respect to federal income Taxes, those years for which examinations have been completed, those years for which examinations are presently being conducted, and those years for which examinations have not yet been initiated. R&B and each of its Subsidiaries have complied in all material respects with all rules and regulations relating to the withholding of Taxes, except to the extent any such failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on R&B.

Tax Matters. (a) Except as otherwise set forth on in Section 4.11, paragraph 1 3.9 of the Company Disclosure ScheduleLetter, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate have timely filed all federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, statelocal, foreign and local tax returns provincial income and reports Franchise Tax Returns and all other material Tax Returns required to be have been filed on or prior appropriate extensions therefor have been properly obtained, and such Tax Returns are true, correct and complete, except to the date hereofextent that any failure to so file or any failure to be true, correct and complete, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; (ii) payment in full or adequate provision for the payment of all material taxes Taxes required to be have been paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by timely paid or settled with extensions for payment have been properly obtained, except to the Internal Revenue Service ("IRS") extent that any failure to pay any such Taxes or other Governmental Entityto properly obtain an extension for such payment, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; (viii) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its SubsidiariesSubsidiaries have complied in all material respects with all rules and regulations relating to the withholding of Taxes except to the extent that any failure to comply with such rules and regulations, except for statutory liens for current taxes individually or in the aggregate, has not yet due had, and payablewould not reasonably be expected to have, a Material Adverse Effect on the Company; (iv) neither the Company nor any of its Subsidiaries has waived in writing any statute of limitations in respect of its federal, state, local, foreign or provincial income or franchise Taxes and (vii) there have no deficiency with respect to any Taxes has been no claims proposed, asserted or assessments assessed against the Company or any of its Subsidiaries asserted Subsidiaries, except the extent that any such waiver to deficiency, individually or in writing by any Governmental Entity with respect to any alleged deficiency in any taxthe aggregate has not had, other than those claims or assessments that and would not have reasonably be expected to have, a Material Adverse Effect on the Company Company; (v) all Federal income Tax Returns referred to in clause (i) for all years through 1989 have been examined by and settled with the Internal Revenue Service or its Subsidiaries taken as a whole. For the purpose period for assessment of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments Taxes in respect of any nature whatsoever, together with all interest, penalties and additions imposed with respect to which such amounts. The term "tax return" means a report, return or other information Tax Returns were required to be supplied filed has expired; (vi) no material issues that have been raised in writing by the relevant taxing authority in connection with the examination of the Tax Returns referred to in clause (i) are currently pending; and (vii) all material deficiencies asserted or filed with material assessments made as a Governmental Entity with respect result of any examination of any Tax Returns referred to in clause (i) by any tax including taxing authority have been paid in full; (viii) the most recent financial statements contained in the Company SEC Documents reflect an information return, claim adequate reserve for refund, amended tax return all Taxes payable by the Company and its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements; and (ix) there are no material liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the Company or declaration any of estimated taxits Subsidiaries.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly All Tax Returns that are required to be filed by or with respect to Three Rivers and its Subsidiaries have been duly filed, (ii) all Taxes shown to be due on behalf the Tax Returns referred to in clause (i) have been paid in full, (iii) except as Previously Disclosed, the Tax Returns referred to in clause (i) have been examined by the IRS or the appropriate state, local or foreign taxing authority or the period for assessment of the Company 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 such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (vi) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of Three Rivers or its Subsidiaries. Three Rivers has made or will make available to Sky true and correct copies of the United States federal income Tax Returns filed by Three Rivers and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 2000. Neither Three Rivers nor any of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained has any liability with respect toto income, all material federal, state, foreign and local tax returns and reports required franchise or similar Taxes that accrued on or before the end of the most recent period covered by Three Rivers' SEC Documents filed prior to be the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in Three Rivers' SEC Documents filed on or prior to the date hereof; hereof (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect "Three Rivers' Financial Statements"). As of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiariesdate hereof, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or neither Three Rivers nor any of its Subsidiaries asserted in writing by has any Governmental Entity with respect reason to believe that any alleged deficiency in any tax, other than those claims conditions exist that might prevent or assessments that would not have a Material Adverse Effect on impede the Company or its Subsidiaries taken Merger from qualifying as a whole. For reorganization within the purpose meaning of this Agreement, Section 368(a) of the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company All income, franchise and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all other material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or on behalf of with respect to the Company and each Company, any of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf any Affiliated Group of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted is or was a member have been properly prepared and duly and timely filed with the appropriate taxing authorities in writing all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings); (ii) all amounts of Taxes due and payable by any Governmental Entity or with respect to the Company, any alleged deficiency of its Subsidiaries or any Affiliated Group of which the Company or any of its Subsidiaries is or was a member for any periods prior to (A) the date of this Agreement have been fully and timely paid or accrued on the consolidated balance sheet of the Company and its Subsidiaries dated November 30, 2004 previously delivered by Parent to Purchasers and attached hereto as Schedule 3.21(a)(ii)(A), and (B) the last day of the month immediately preceding the Closing Date will have been fully and timely paid or accrued in any taxthe financial statements delivered to Purchasers pursuant to Section 5.11 (provided that such accruals are made consistent with past practice, in accordance with GAAP and reflect only Taxes properly allocable to the Company and its Subsidiaries (as opposed to those allocable to Parent and its Subsidiaries other than those claims or assessments that would not have a Material Adverse Effect on the Company and its Subsidiaries), unless being contested in good faith by the Company or its Subsidiaries taken (such contested matters and the exposure thereunder as a whole. For of the purpose date of this Agreement, the term "tax" Initial Agreement are set forth on Schedule 3.21(a) and such contested matters arising after the date of the Initial Agreement and prior to the Closing Date shall be adequately reserved for in the financial statements delivered to Purchasers pursuant to Section 5.11); and (including, with correlative meaning, the terms "taxes" and "taxable"iii) shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information returntaxable period prior to the Closing Date for which (A) Tax Returns have not yet been filed, claim or (B) Taxes not yet due or owing, the Company and its Subsidiaries will have made due and sufficient current accruals for refund, amended tax return or declaration of estimated taxany such Taxes on the financial statements delivered to Purchasers pursuant to Section 5.11.

Tax Matters. (a) Except From January 1, 1992 through the Closing, each of Archway and any affiliated, combined or unitary group of which Archway is or was a member, any predecessor of Archway and any Plan (as set forth on defined in Section 4.114.22 hereof), paragraph 1 of as the Company Disclosure Schedulecase may be (each a "Tax Affiliate" and, collectively, the "Tax Affiliates"), has: (i) there timely filed or extended (or has been duly had timely filed by or extended on behalf of the Company its behalf) all returns, declarations, reports, estimates, information returns, and each of its Subsidiaries statements (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports "Returns") required to be filed on or prior sent by it in respect of any Taxes or required to the date hereofbe filed or sent by it by any taxing authority having jurisdiction and all such Returns are true and correct in all material respects; (ii) payment in full timely and properly paid (or adequate provision for the payment of has had paid on its behalf) all material taxes required Taxes due and payable with respect to be paid in respect of the periods covered by such tax returns and reports has been madeReturns; (iii) a reserve which established on the Company reasonably believes to be Audited Balance Sheets and the Closing Date Balance Sheet, in accordance with GAAP except as otherwise specified in Schedule 2.03(b), reserves that are adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes any Taxes not yet due and payablepayable for all Tax periods or portions thereof ending on or prior to January 3, 1998, and in the case of the Closing Date Balance Sheet, the Closing Date (which reserve amount is listed in the Disclosure Letter under the caption referencing this Section); and (viiiv) there have been no claims or assessments against complied with all applicable laws, rules and regulations relating to the Company or any withholding of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on Taxes and the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" payment thereof (including, with correlative meaningwithout limitation, withholding of Taxes under Sections 1441 and 1442 of the terms Internal Revenue Code of 1986, as amended (the "taxes" Code"), or similar provisions under any foreign laws), and "taxable") shall include all federal, state, local timely and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return properly withheld from individual employee wages or other information payments to employees and paid over to the proper governmental authorities all amounts required to be supplied so withheld and paid over under all applicable laws. True and correct copies of all Returns filed by any Tax Affiliate have been provided to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxSFC.

Tax Matters. (a) Except as set forth disclosed on Section 4.11, paragraph 1 of the Company Disclosure Schedule, Schedule 3.19 hereto: (i) there Company has been duly timely filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be have been filed on or prior to the date hereofby it; (ii) payment all material information set forth in full such returns or reports is true, accurate and complete in all material respects; (iii) Company has timely paid or made adequate provision for all taxes, additions to tax, penalties, and interest currently payable by Company; (iv) no unpaid tax deficiency has been asserted against or with respect to Company or any Seller by any taxing authority; (v) Company has collected or withheld all amounts currently required to be collected or withheld by it for any taxes, and all such amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due; (vi) Company is in compliance with, and its records contain all information and documents currently necessary to comply with, all applicable information reporting and tax withholding requirements; (vii) the balance sheets contained in the Financial Statements fully and properly reflect, as of the dates thereof, the liabilities of Company for all accrued taxes, additions to tax, penalties, and interest; (viii) for periods ending after the date of the most recent Financial Statements, the books and records of Company fully and properly reflect its liabilities for all accrued taxes, additions to tax, penalties, and interest other than for corporate income taxes owed by Company for periods after the Closing arising solely as a result of the transactions contemplated by this Agreement; (ix) neither the Company nor any Seller has granted, nor is subject to, any waiver of the period of limitations for the assessment of tax for any currently open taxable period; (x) Company has not made or entered into, and holds no asset subject to, a consent filed pursuant to Section 341(f) of the Code and the regulations thereunder or a “safe harbor lease” subject to former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended before the Tax Reform Act of 1984, and the regulations thereunder; (xi) Company is not required to include in income any amount for an adjustment pursuant to Section 481 of the Code or the regulations thereunder; and (xii) Company is not a party to, or obligated under, any agreement or other arrangement providing for the payment of any amount that would be an “excess parachute payment” under Section 280G of the Code. Schedule 3.19 describes all material tax elections, consents, and agreements affecting Company, and lists all types of taxes required to be paid in respect and tax returns filed by Company. No Seller is a “foreign person” for purposes of Section 1445 of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, Schedule 3.9: (i) there has been duly filed by or on behalf of the Company and each of Target and its Subsidiaries (and each of their respective predecessors, if any)has timely filed, or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required has caused to be filed on or prior its behalf (taking into account any extension of time within which to the date hereof; file), all Tax Returns (as hereinafter defined) required to be timely filed by it, and all such filed Tax Returns are correct and complete in all material respects, (ii) payment in full all Taxes (whether or adequate provision for the payment of all material taxes required not shown to be paid in respect of the periods covered by due on such tax returns and reports has Tax Returns) have been made; timely paid, (iii) a reserve which the Company reasonably believes no deficiency with respect to be adequate Taxes has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by proposed, asserted or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") assessed against Target or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each any of its Subsidiaries, except for statutory liens for current taxes which have not yet due and payable; and been fully paid or adequately reserved, (viiiv) there have been no claims audit or assessments against the Company other administrative or court proceedings are pending with any Governmental Authority with respect to Taxes of Target or any of its Subsidiaries asserted in writing by as to which written notice thereof has been received, (v) there is no currently effective agreement or other document extending, or having the effect of extending, the period of assessment or collection of any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company Taxes of Target or its Subsidiaries taken as nor has any request been made for any such extension, (vi) all Taxes that Target or any of its Subsidiaries is (or was) required by Law to withhold or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party have been duly withheld or collected, and have been timely paid over to the proper authorities to the extent due and payable, (vii) no written claim has been made by any taxing authority in a whole. For jurisdiction where Target or any of its Subsidiaries does not file tax returns that Target or any of its Subsidiaries is or may be subject to taxation by that jurisdiction, (viii) neither Target nor any of its Subsidiaries has made any payments, is obligated to make any payments, or will become obligated under any contract entered into on or before the purpose Closing Date to make any payments to employees, officers, independent contractors, or directors of this AgreementTarget or any of its Subsidiaries, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative nor will any benefits accrue or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed rights vest with respect to such amounts. The term "tax return" means individuals, in each case that are contingent on (A) the Transactions or (B) a report, return termination of such individual’s employment or other information required service relationship with the Target or any of its Subsidiaries, in connection with the Transactions and (ix) none of Target or any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” as such terms are defined in Section 355 of the Code in a distribution of stock outside of the affiliated group of which Target is the common parent qualifying or intended to be supplied to qualify for tax-free treatment (in whole or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return in part) under Section 355(a) or declaration 361 of estimated taxthe Code.

Tax Matters. (a) Except as set forth on Section 4.11for those matters that would not reasonably be expected to have, paragraph 1 of individually or in the Company Disclosure Scheduleaggregate, a Material Adverse Effect: (i) there has been duly filed by or on behalf each of the Company and each of its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (and each taking into account any extension of their respective predecessors, if anytime within which to file), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports Tax Returns (as hereinafter defined) required to be filed by it, and all such filed Tax Returns are correct and complete in all respects; (ii) all Taxes of the Company and its Subsidiaries have been or will be timely paid, except to the extent that such Taxes are being contested in good faith and for which the Company or the appropriate Subsidiary has set aside adequate reserves in accordance with GAAP; (iii) without taking into account the Transactions and based upon activities to date, adequate reserves in accordance with GAAP have been established by the Company and its Subsidiaries for all Taxes not yet due and payable in respect of taxable periods ending on or prior to the date hereof; (iiiv) payment in full or adequate provision for the payment of all material taxes required no deficiency with respect to be paid in respect of the periods covered by such tax returns and reports Taxes has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by proposed, asserted or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments assessed against the Company or any of its Subsidiaries asserted which have not been fully paid or adequately reserved in writing the Financial Statements; and (v) no audit or other administrative or court proceedings are pending, or to the Knowledge of the Company, threatened by any Governmental Entity Authority with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on Taxes of the Company or any of its Subsidiaries taken as and no written notice thereof has been received; (vi) all amounts of Tax required to be withheld by the Company or any of its Subsidiaries have been or will be timely withheld and paid over to the appropriate Tax authority; (vii) neither the Company nor any of its Subsidiaries has been a whole. For member of an affiliated group filing a consolidated federal income tax return (other than a group the purpose common parent of this Agreement, which was the term "tax" Company) or has any liability for the Taxes of any Person (including, with correlative meaning, other than the terms "taxes" and "taxable"Company or any of its Subsidiaries) shall include all federal, under Treasury regulation section 1.1502-6 (or any similar provision of state, local and or foreign incomelaw), profitsas a transferee, franchisesuccessor, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative by contract or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments otherwise; (viii) neither the Company nor any of its Subsidiaries is required to make any nature whatsoever, together with all interest, penalties and additions imposed disclosure to the Internal Revenue Service with respect to such amounts. The term "tax return" means a report, return “listed transaction” pursuant to Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code; and (ix) neither the Company nor any of its Subsidiaries has distributed the stock of another company in a transaction that was purported or other information required intended to be supplied governed by section 355 or section 361 of the Code. This Section 3.9 includes the sole and exclusive representations and warranties of the Shareholders relating to or filed Tax matters, including compliance with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxLaws relating thereto.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 in Item 3.10 of the Company Disclosure ScheduleVoiceStream Letter or as would not have a Material Adverse Effect on VoiceStream, (i) there has been duly filed by or on behalf of the Company VoiceStream and each of its the VoiceStream Subsidiaries have timely filed (and each of their respective predecessors, if any), or filing after taking into account any extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, to file) all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns 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) VoiceStream and the VoiceStream 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 VoiceStream SEC Documents reflect an adequate reserve as determined in accordance with generally acceptable accounting principles for all material Taxes payable by VoiceStream and the VoiceStream 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 the Company and each such financial statements; (iv) neither VoiceStream nor any VoiceStream Subsidiary has waived in writing any statute of its Subsidiaries consolidated limitations in such returns (the "Company Consolidated Returns") or by or on behalf respect of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental EntityTaxes; (v) there are is no material "deferred intercompany transactions" action, suit, investigation, audit, claim or "intercompany transactions" assessment that has been formally commenced or proposed to VoiceStream in writing with respect to Taxes of VoiceStream or any of the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated ReturnsVoiceStream Subsidiaries; (vi) there are no Liens for material taxes on Taxes upon the assets of the Company and each of its Subsidiaries, VoiceStream or any VoiceStream Subsidiary except for statutory liens for Liens relating to current taxes Taxes not yet due and payabledue; and (vii) there all Taxes which VoiceStream or any VoiceStream 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 VoiceStream or such VoiceStream Subsidiary; (viii) none of VoiceStream or any VoiceStream 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 claims or assessments against the Company deduction of any amount that would otherwise be deductible by VoiceStream or any of its the VoiceStream Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims taxable periods ending on or assessments that would not have a Material Adverse Effect on before the Company or its Subsidiaries taken as a whole. For Effective Time could be disallowed under Section 162(m) of the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.Code; and

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure ScheduleSchedule 6.1.17 or as would not have a Material Adverse Effect, (i) there has been duly filed by or on behalf of the Company and each its Subsidiaries are in full compliance with any Applicable Law relating to Taxes, and have not been and are not in violation of any Applicable Law relating to Taxes, or liable under any Applicable Law relating to Taxes that have not been cured or may result in any Liability for the Company and/or any of its Subsidiaries (and each Subsidiaries, including, with respect to the acquisition by the Company of their respective predecessorsthe totality of shares issued by CFM, if any), or filing extensions the amortization of goodwill resulting from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to merger of CFM into the date hereofCompany; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or on behalf of with respect to the Company and each of and/or its Subsidiaries consolidated have been filed with the appropriate tax authorities in all jurisdictions in which such returns Tax Returns are required to be filed; (iii) such Tax Returns were true, complete and correct, and all Taxes reported on such Tax Returns and all other Taxes due by the "Company Consolidated Returns") or by or on behalf of OCC and each of and/or its Subsidiaries consolidated in such returns (as a taxpayer or as party that may be deemed liable for the "OCC Consolidated Returns") collection of Taxes by Applicable Law with respect to taxable events occurred until the Closing Date have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entitytimely paid; (viv) there are no material "deferred intercompany transactions" or "intercompany transactions" Actions pending or, to the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets Knowledge of the Company and each of its SubsidiariesSeller, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments threatened against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, tax authority; (v) there are no Liens for Taxes (other than those claims for current Taxes not yet due or assessments that would not have a Material Adverse Effect on payable) upon the assets of the Company or any of its Subsidiaries taken as a wholeand (vi) the Company and its Subsidiaries have made any and all payments and has complied and are in compliance with all their obligations related to Taxes in connection with Environmental Law, Mining Rights and Real Estate and all such payments and obligations have been timely made or discharged, and all other requirements of Applicable Law relating to Taxes and applicable to Environmental Law, Mining Rights and Real Estate have been fully and faithfully complied with in all material respects, and neither the Company nor any of its Subsidiaries is in breach thereof. For CSN Espanha is subject to corporate income tax under the purpose general regime established by the laws in Spain, by means of which it could be available for CSN Espanha the application of the exemption method, whereby no corporate income tax is imposed upon receipt of dividends and on the gains realized upon disposal of the investment held in NMSA Madeira. CSN Espanha’s income arising from the equity pick-up method related to the investment in NMSA Madeira is not subject to income tax in Spain to the extent that the Controlled Foreign Companies’ rules do not apply to parent subsidiaries companies located in the European Union. Except for Sections 6.1.23 (Undisclosed Liabilities) and 6.1.27 (Disclosure), notwithstanding any other provision of this AgreementAgreement to the contrary, this paragraph contains the term "tax" (including, sole and exclusive representations and warranties of Seller with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect regard to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxmatters.

Tax Matters. (a) Except as set forth on Section 4.11have not had and would not have, paragraph 1 of individually or in the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries have prepared and timely filed (and each taking into account any valid extension of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, time within which to file) all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or on behalf any of them and all such Tax Returns are complete and accurate, (ii) the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have timely paid all Taxes required to have been examined paid by any of them or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against that the Company or any of its Subsidiaries asserted have been obligated to withhold from amounts owing to any employee, creditor, shareholders or third party (in writing by each case, whether or not shown on any Governmental Entity Tax Return), except, in each case, with respect to matters contested in good faith through appropriate proceedings and for which adequate reserves have been established, in accordance with GAAP on the financial statements of the Company and its Subsidiaries contained in the Company SEC Documents filed prior to the date hereof, (iii) there are no currently effective waivers of any alleged deficiency statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) there are no audits, examinations, investigations or other proceedings pending or threatened in any tax, other than those claims writing in respect of Taxes or assessments that would not have a Material Adverse Effect on Tax matters of the Company or any of its Subsidiaries, (v) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries taken as other than statutory Liens for Taxes not yet due and payable, (vi) neither the Company nor any of its Subsidiaries is a whole. For party to any agreement or arrangement relating to the purpose apportionment, sharing, assignment or allocation of this Agreement, any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the term "tax" common parent of which is the Company or an agreement or arrangement entered into in the ordinary course of business and not relating primarily to Taxes) or has any liability for Taxes of any person (including, with correlative meaning, other than the terms "taxes" and "taxable"Company or any of its Subsidiaries) shall include all federal, under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, or otherwise, (vii) the Company and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together its Subsidiaries have complied with all interest, penalties rules regarding transfer pricing and additions imposed have made available to Parent true and complete copies of all material transfer pricing studies or reports prepared (or caused to be prepared) by the Company or any of its Subsidiaries with respect to such amounts. The term "tax return" means the Group Companies, if any and (viii) none of the Company or any of its Subsidiaries has been a report, return or other information required to be supplied to or filed with a Governmental Entity with respect party to any tax including an information return, claim for refund, amended tax return or declaration “listed transaction” within the meaning of estimated taxTreasury Regulation 1.6011-4(b)(2).

Tax Matters. (i) (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly All Tax Returns that are required to be filed by or with respect to Xxxxxx and its Subsidiaries have been duly filed, or requests for extensions have been timely filed or an extension is automatic) and any such extension has been granted and has not been rescinded, (b) all Taxes shown to be due on behalf Tax Returns referred to in clause (a), if filed, and all Taxes required to be shown on the Tax Returns for which extensions have been granted have been paid in full or adequate provision has been made for such Taxes on Marion's most recent balance sheet provided to Mutual First, (c) the Tax Returns referred to in clause (a) that have been filed (with the exception of the Company tax returns filed in the last three calendar years) have been examined by the IRS or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, (d) all deficiencies asserted or assessments made as a result of such examinations have been paid in full or non-material amounts are being contested in good faith, (e) no material issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (a) are currently pending, and (f) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of Xxxxxx or its Subsidiaries. Xxxxxx has made available to Mutual First true and correct copies of the United States federal income Tax Returns filed by Xxxxxx and its Subsidiaries for each of the three most recent fiscal years ended on or before June 30, 1999. Neither Xxxxxx nor any of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained has any material liability with respect toto income, all material federal, state, foreign and local tax returns and reports required franchise or similar Taxes that accrued on or before the end of the most recent period covered by Marion's SEC Documents filed prior to be the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in Marion's SEC Documents filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect . As of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiariesdate hereof, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or neither Xxxxxx nor any of its Subsidiaries asserted in writing by has any Governmental Entity with respect reason to believe that any alleged deficiency in any tax, other than those claims conditions exist that might prevent or assessments that would not have a Material Adverse Effect on impede the Company or its Subsidiaries taken Merger and the Bank Merger from qualifying as a whole. For reorganizations within the purpose meaning of this Agreement, Section 368(a) of the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedulewould not otherwise be material, (i) there has been duly filed by or on behalf each of the Company and each of its Subsidiaries has timely filed or caused to be filed (and each taking into account any extension of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, time within which to file) all material federal, state, foreign and local tax returns and reports Tax Returns required to be filed by any of them and all such Tax Returns are true, correct and complete; (ii) all Taxes required to have been paid by, or on or behalf of, the Company and its Subsidiaries have been paid; (iii) the unpaid Taxes of the Company did not, as of the date of the most recent financial statements contained in the Company SEC Documents filed prior to the date hereof; , exceed the reserve for Taxes (iiexcluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) payment set forth in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter endbalance sheet contained therein, unless such Taxes are being contested in good faith; (iv) none there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of the income tax returns required to be filed by Taxes or on behalf Tax matters of the Company and each or any of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental EntitySubsidiaries; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes Taxes on any of the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted other than statutory Liens for Taxes not yet due and payable or Liens for Taxes that are being contested in writing by good faith and for which adequate reserves have been established on the financial statements of the contained in the Company SEC Documents in accordance with GAAP; and (vi) neither the Company nor any Governmental Entity of its Subsidiaries has waived any statute of limitations with respect to any alleged deficiency in any tax, other than those claims Taxes or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose agreed to an extension of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed time with respect to such amounts. The term "tax return" means a report, return Tax assessment or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxdeficiency.

Tax Matters. (a) Except as set forth on Section 4.11The Vornado Parties and the JBG Parties and their respective Affiliates will timely and reasonably cooperate, paragraph 1 to the extent reasonably requested by any of the Company Disclosure ScheduleVornado Parties, JBG Parties and their respective Affiliates, in connection with any Tax matters relating to the JBG Included Assets, the Vornado Included Assets or the Transactions (including by the timely provision of reasonably relevant records or information reasonably available to such party, which shall include information regarding depreciation methodology and other Tax information necessary for the preparation and filing of any Tax Return); provided, however, that in recognition of the thorough cooperation and diligence that to date has been dedicated to REIT Diligence Matters, no further diligence in respect of such matters will be required, from this date forward, from the Vornado Parties by the JBG Parties, or from the JBG Parties by the Vornado Parties with respect to periods through the date of this Agreement (recognizing that, consistent with Section 6.3(e), the Parties will cooperate to complete any diligence necessary with respect to the period from the date of this Agreement to Closing to facilitate consummation of the Transactions as contemplated by this Agreement). The Vornado Parties and the JBG Parties agree and shall cause their respective Affiliates (i) there has been duly filed by or on behalf to retain all books and records with respect to Tax matters pertinent to the JBG Included Assets, the Vornado Included Assets and the Transactions relating to any taxable period beginning before the Closing Date until the expiration of the Company and each statute of its Subsidiaries limitations (and each of their respective predecessorsand, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (iiextent notified by the Vornado Parties or JBG Parties, as applicable, any extensions thereof) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered respective taxable periods, and to substantially abide by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled record retention agreements entered into with the Internal Revenue Service ("IRS") any Tax authority or other Governmental Entity; , and (vii) there are no material "deferred intercompany transactions" to give the other Group reasonable written notice prior to transferring, destroying 100 or "intercompany transactions" discarding any such books and records and, upon reasonable request, the gain or loss in which has not yet been taken into account under the Company Consolidated Returns Vornado Parties or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on JBG Parties or their respective Affiliates, as the assets of case may be, shall furnish or cause to be furnished to the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims other Group or assessments against allow the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect Group access to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxbooks and records.

Tax Matters. (a) Except as set forth on Section 4.11would not, paragraph 1 of individually or in the aggregate, have or be reasonably expected to have a Company Disclosure ScheduleMaterial Adverse Effect, (i) there has been duly the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by or any of them, and all such Tax Returns are complete and accurate, (ii) the Company and each of its Subsidiaries have paid all Taxes that are required to be paid by any of them, except, in the case of clause (ii) hereof, with respect to matters contested in good faith and for which adequate reserves have been established on behalf the financial statements of the Company and its Subsidiaries in accordance with GAAP, (iii) the U.S. federal income Tax Returns of the Company and each of its Subsidiaries (and each of their respective predecessorsthrough the Tax year ending December 31, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities 2004 have been obtained with examined or are currently being examined by the IRS (or the period for assessment of the Taxes in respect to, all material federal, state, foreign and local tax returns and reports of which such Tax Returns were required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; expired), (iv) none of the income tax returns required all assessments for Taxes due with respect to be filed by completed and settled examinations or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") any concluded litigation have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; fully paid, (v) there are no material "deferred intercompany transactions" audits, examinations, investigations or "intercompany transactions" the gain other proceedings pending or loss threatened in which has not yet been taken into account under writing in respect of U.S. federal income Tax matters of the Company Consolidated Returns or the OCC Consolidated Returns; any of its Subsidiaries, (vi) there are no Liens for material taxes Taxes on any of the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would statutory Liens for Taxes not have a Material Adverse Effect on yet due and payable, (vii) none of the Company or any of its Subsidiaries taken as has been a whole. For “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the purpose Code (or any similar provision of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Section 6011 of the Code and foreign incomethe Treasury regulations promulgated thereunder, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative (ix) neither the Company nor any Subsidiary of the Company (A) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Company) or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments (B) has any liability for the Taxes of any nature whatsoeverPerson (other than the Company or any of its present or former Subsidiary) under Treasury regulation Section 1.1502 -6 (or any similar provision of state, together with all interestlocal, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return foreign or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxprovincial law).

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate All federal, state, local and foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; Tax Returns (iias such term is defined below) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and Company, each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims each affiliated, combined, consolidated or assessments against unitary group of which the Company or any of its Subsidiaries asserted (i) is a member (a "Current Company Group") or (ii) has been a member within six years prior to the date hereof but is not currently a member, but only insofar as any such Tax Return relates to a taxable period ending on a date within the last six years (a "Past Company Group," together with Current Company Groups, a "Company Affiliated Group") have been timely filed, and all such Tax Returns are complete and accurate except to the extent any failure to file or any inaccuracies in writing by any Governmental Entity with respect to any alleged deficiency filed returns would not, individually or in any taxthe aggregate, other than those claims or assessments that would not have a Material Adverse Effect on the Company (it being understood that the representations made in this Section, to the extent that they relate to Past Company Groups, are made to the knowledge of the Company). All Taxes due and owing by the Company, any Subsidiary of the Company or its Subsidiaries taken as any Company Affiliated Group have been timely paid, or adequately reserved for, except to the extent any failure to pay or reserve would not, individually or in the aggregate, have a wholeMaterial Adverse Effect on the Company. For There is no audit examination, deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any Taxes due and owing by the purpose Company, any Subsidiary of the Company or any Affiliated Group All assessments for Taxes due and owing by the Company, any Subsidiary of the Company or any Company Affiliated Group with respect to completed and settled examinations or concluded litigation have been paid. Prior to the date of this Agreement, the term "tax" (includingCompany has provided Newco, or its Affiliates or representatives, with correlative meaning, written schedules of (i) the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments taxable years of any nature whatsoever, together with all interest, penalties and additions imposed the Company for which the statutes of limitations with respect to such amounts. The term "tax return" means a reportfederal income Taxes have not expired, return or other information required to be supplied to or filed with a Governmental Entity and (ii) with respect to federal income Taxes, for all taxable years for which the statute of limitations has not yet expired, those years for which examinations have been completed, those years for which examinations are presently being conducted, and those years for which examinations have not yet been initiated. The Company and each of its Subsidiaries have complied in all material respects with all rules and regulations relating to the payment and withholding of Taxes, except to the extent any tax including an information returnsuch failure to comply would not, claim for refundindividually or in the aggregate, amended tax return have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is a party to, bound by, or declaration of estimated taxhas any obligation under any Tax sharing, allocation, indemnity, or similar contract or arrangement.

Tax Matters. (a) Except as would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect, (x) the Company and each of its Subsidiaries have timely filed (taking into account any extension of time within which to file) all U.S. federal income Tax and other material Tax Returns required to be filed by any of them, and all such Tax Returns are complete and accurate in all material respects, (y) the Company and each of its Subsidiaries have paid or cause to be paid all Taxes that are required to be paid by any of them, except with respect to matters contested in good faith and for which adequate reserves have been established on the financial statements of the Company and its Subsidiaries in accordance with GAAP, and (z) all Taxes required to be withheld by the Company or any of its Subsidiaries have been duly and timely withheld and such withheld Taxes have been either duly and timely paid to the proper Governmental Entity or properly set aside in accounts for such purposes. Except as set forth on in Section 4.11, paragraph 1 4.14 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf the U.S. federal income Tax Returns of the Company and each the U.S. consolidated federal income Tax Returns of its Subsidiaries (and each of their respective predecessorsEMS LP through the Tax year ending December 31, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities 2008 have been obtained with examined and closed (or the period for assessment of the Taxes in respect to, all material federal, state, foreign and local tax returns and reports of which such Tax Returns were required to be filed on or prior to the date hereof; has expired), (ii) payment in full all assessments for Taxes due with respect to completed and settled examinations or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has any concluded litigation have been made; fully paid, (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of U.S. federal income or other material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under Tax matters of the Company Consolidated Returns or the OCC Consolidated Returns; any of its Subsidiaries, (viiv) there are no Liens for material taxes Taxes on any of the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted other than statutory Liens for Taxes not yet due and payable, (v) none of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in writing any distribution that was purported or intended to be governed by Section 355 of the Code (or any Governmental Entity similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof, and (vi) neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Section 6011 of the Code and the Treasury regulations promulgated thereunder. Except as set forth in Section 4.14 of the Company Disclosure Schedule, since February 10, 2005 neither the Company nor any Subsidiary of the Company (A) has 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 was EMS LP) or any combined or affiliated group or unitary group of taxpayers or (B) has any liability for the Taxes of any Person (other than EMS LP or any of its present or former Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law), under any other provision of Law imposing joint liability for Taxes or members of a consolidated, affiliated, combined or unitary group, or under any tax sharing agreement, tax indemnity agreement, or any other similar agreement. Neither the Company nor any of its Subsidiaries has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state or local law), in either case that would be binding upon the Company or any of its Subsidiaries after the Merger Closing Date. Except with respect to any alleged deficiency the payment of consideration attributable to Stock Options or to Company Common Stock received as compensation for services, no withholding of Taxes is required in any tax, other than those claims or assessments that would not have a Material Adverse Effect on connection with the payment of the consideration paid for Common Stock to holders of Common Stock under this Agreement. None of the Company or its and the Subsidiaries taken as a whole. For has made an election under section 108(i) of the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports All Tax Returns that are required to be filed on or prior to before the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed Closing Date by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company respect to Xxxxxx Xxxxxxxx or any of its Subsidiaries asserted have been or will be duly and timely filed and reflect all tax liabilities of Xxxxxx Xxxxxxxx and its Subsidiaries required to be shown thereon; (ii) all Taxes which are shown to be due on any Xxxxxx Xxxxxxxx Tax Returns have been or will be timely paid in writing by full; (iii) all withholding tax requirements imposed on or with respect to Xxxxxx Xxxxxxxx or any Governmental Entity of its Subsidiaries have been satisfied in full in all respects; (iv) no action, suit, proceeding, audit, claim assessment, deficiency or adjustment has been asserted, assessed or is pending with respect to any alleged deficiency Xxxxxx Xxxxxxxx Tax Return or any of its Subsidiaries; (v) neither Xxxxxx Xxxxxxxx nor any of its Subsidiaries has any liability for any Taxes in excess of amounts paid or reserves established therefor; and (vi) there is not in force any tax, other than those claims extension of time with respect to the due date for the filing of any Xxxxxx Xxxxxxxx Tax Return or assessments that would not any waiver or agreement for any extension of time for the assessment or payment of any tax due with respect to the period covered by any Xxxxxx Xxxxxxxx Tax Return and no requests for such waivers or agreements are pending. Neither Xxxxxx Xxxxxxxx nor any of its Subsidiaries is the subject of any currently ongoing tax audit which is reasonably likely to have a Material Adverse Effect on Xxxxxx Xxxxxxxx. With respect to any taxable period ended prior to December 31, 1995, all federal income Xxxxxx Xxxxxxxx Tax Returns have been audited by the Company IRS or are closed by the applicable statute of limitations. (b) There are no material liens with respect to Taxes upon any of the properties or assets, real or personal, tangible or intangible of Xxxxxx Xxxxxxxx or any of its Subsidiaries (other than liens with respect to Taxes not yet due). No material claim by an authority in a jurisdiction where none of Xxxxxx Xxxxxxxx or its Subsidiaries taken files tax returns that Xxxxxx Xxxxxxxx or any of its Subsidiaries is or may be subject to taxation by that jurisdiction is currently pending or, to the knowledge of Xxxxxx Xxxxxxxx, likely to be asserted. Xxxxxx Xxxxxxxx has not filed an election under Section 341(f) of the Code to be treated as a wholeconsenting corporation. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.Neither 13

Tax Matters. (a) Except (i) All Tax Returns that are required to be filed (taking into account any extensions of time within which to file) by or with respect to the Company and its Subsidiaries have been duly filed, (ii) all Taxes due have been paid in full, (iii) all deficiencies asserted or assessments made as set forth on Section 4.11a result of such examinations have been paid in full, paragraph 1 (iv) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (v) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of the Company Disclosure Schedule, (i) there or its Subsidiaries. The Company has been duly made available to Recap true and correct copies of the United States federal income Tax Returns filed by or on behalf of the Company and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1998. Neither the Company nor any of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained has any liability with respect toto income, all material federal, state, foreign and local tax returns and reports required franchise or similar Taxes that accrued on or before the end of the most recent period covered by the Company SEC Reports filed prior to be the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in the Company SEC Reports filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which . Except as set forth on SCHEDULE 5.18, neither the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or nor any of its Subsidiaries asserted in writing by any Governmental Entity with respect is a party to any alleged deficiency in any taxTax allocation or sharing agreement, is or has been a member of an affiliated group filing consolidated or combined Tax returns (other than those claims a group the common parent of which is or assessments that would not have a Material Adverse Effect on was the Company) or otherwise has any liability for the Taxes of any person (other than the Company or and its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxSubsidiaries).

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns All Tax Returns that are required to be filed by or on behalf of the Company with respect to United and each of its Subsidiaries consolidated have been duly filed, (ii) all Taxes shown to be due on the Tax Returns referred to in such returns clause (i) have been paid in full, (iii) the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated Tax Returns referred to in such returns clause (the "OCC Consolidated Returns"i) have been examined by or settled with the Internal Revenue Service or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, ("IRS"iv) all deficiencies asserted or other Governmental Entity; assessments made as a result of such examinations have been paid in full, (v) there no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; currently pending, and (vi) there are no Liens for material taxes on the assets waivers of statutes of limitation have been given by or requested with respect to any Taxes of United or its Subsidiaries. United has made available to Centra a true and correct copy of the Company United States Federal Income Tax Returns filed by United and each of its SubsidiariesSubsidiaries for the most recent fiscal year ended on December 31, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or 2009. Neither United nor any of its Subsidiaries asserted in writing by has any Governmental Entity liability with respect to income, franchise or similar Taxes that accrued on or before December 31, 2009 in excess of the amounts accrued with respect thereto that are reflected in the financial statements of United as of December 31, 2009. As of the date hereof, neither United nor any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or of its Subsidiaries taken has any knowledge of any conditions that exist that might prevent or impede the Merger from qualifying as a whole. For reorganization within the purpose meaning of this Agreement, Section 368(a) of the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (a) Except as set forth on in Section 4.11, paragraph 1 3.9 of the Company Disclosure Schedule, Letter: (i) there has been duly filed by all material Taxes (whether or not shown on behalf of the any Tax Return) for which Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities any Subsidiary may be liable have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereoftimely paid; (ii) payment in full all Tax Returns required to have been filed by or adequate provision for the payment of with respect to Company and each Subsidiary have been timely filed, and all material taxes such Tax Returns are complete and accurate and disclose all Taxes required to be paid in by or with respect of to Company and each Subsidiary for the periods covered by such tax returns thereby, except to the extent that any failure to so file or any failure to be complete and reports has been madeaccurate and disclose all Taxes would not, individually or in the aggregate, have a Material Adverse Effect on Company; (iii) a reserve no extension of time within which the Company reasonably believes to be adequate has been set up for the payment of all file any such material taxes anticipated to be payable Tax Return is in respect of periods through the most recent fiscal quarter endeffect; (iv) none no waiver of the income tax returns required any statute of limitations relating to Taxes for which Company or any Subsidiary may be filed by or on behalf of the Company liable is in effect, and each of its Subsidiaries consolidated in no written request for such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entitya waiver is outstanding; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under Section 3.9 of the Company Consolidated Letter sets forth a schedule of the Tax Returns referred to in clause (ii) for the tax periods ended on or after December 31, 2011 relating to income Taxes that have been audited and indicates those Tax Returns that currently are the OCC Consolidated Returnssubject of audit; (vi) there is no Action pending or proposed or threatened in writing with respect to Taxes for which Company or any Subsidiary may be liable; (vii) no claim has been, in the last six (6) years, made in writing by a Governmental Entity in a jurisdiction where Company or any Subsidiary has never paid Taxes or filed Tax Returns asserting that Company or such Subsidiary, respectively, is or may be subject to Taxes assessed by such jurisdiction; (viii) all material deficiencies asserted or assessments made as a result of any examination of the Tax Returns referred to in clause (ii) have been paid in full or otherwise finally resolved; (ix) neither Company nor any Subsidiary will be required to include or accelerate the recognition of any material item in income, or exclude or defer any material deduction or other tax benefit, in each case in any taxable period (or portion thereof) after Closing, as a result of any change in method of accounting, closing agreement, intercompany transaction, installment sale, or the receipt of any prepaid amount, in each case made or occurring prior to Closing; (x) no election under Section 108(i) of the Code will affect any material item of income, gain, loss or deduction of Company or any Subsidiary after the Closing; (xi) all Tax sharing arrangements and Tax indemnity arrangements relating to Company or any Subsidiary (other than this Agreement) will terminate prior to the Closing Date and neither Company nor any Subsidiary will have any liability thereunder on or after the Closing Date; (xii) there are no Liens for material taxes on Taxes upon the assets of the Company and each of its Subsidiaries, or any Subsidiary except for statutory liens for Liens relating to current taxes Taxes not yet due due; (xiii) all material Taxes which Company or any Subsidiary is required by Law to withhold or to collect for payment have been duly withheld and payablecollected and have been paid to the appropriate Governmental Entity; (xiv) neither Company nor any Subsidiary has been a member of any affiliated group of corporations (within the meaning of Section 1504(a) of the Code, but without regard to the limitations contained in Section 1504(b) of the Code) filing Tax Returns on a combined, consolidated, unitary or similar basis other than the group of which it is presently a member; (xv) neither Company nor any Subsidiary has any liability for Taxes of another Person under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or foreign Law), under any agreement or arrangement, as a transferee or successor, or otherwise (other than any financing agreement or arrangement not related primarily to Taxes); (xvi) with respect to each transaction in which Company or any Subsidiary has participated that is a “reportable transaction” within the meaning of Treasury Regulation § 1.6011-4(b)(1), such participation has been properly disclosed on IRS Form 8886 (Reportable Transaction Disclosure Statement) and on any corresponding form required under state, local or other Law; (xvii) during the last three years, neither Company nor any Subsidiary has been a party to any transaction treated by the parties thereto as one to which Section 355 of the Code (or any similar provision of state, local or foreign Law) applied; (xviii) no transaction contemplated by this Agreement is subject to withholding under Section 1445 of the Code (relating to “FIRPTA”); and (viixix) there have been to the Knowledge of Company, no claims real property transfer or assessments against the Company gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect similar Tax will be imposed on the Company or its Subsidiaries taken as a whole. For the purpose of transactions contemplated by this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.

Tax Matters. (a) Except as set forth on Section 4.11disclosed in Schedule E, paragraph 1 of the Company Disclosure Schedule, (i) there GenSci and each GenSci Subsidiary has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, a timely basis all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by it with the appropriate Governmental Entity (and all such Tax Returns are complete and correct and have been prepared in compliance with all applicable laws and regulations), and has paid all Taxes (whether or not such Taxes are shown or required to be shown on behalf a Tax Return so filed), including all instalments on account of Taxes for the Company current year, which are due and each of its Subsidiaries consolidated payable on or before the 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 returns (the "Company Consolidated Returns") 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 on behalf otherwise expected or incurred (net of OCC positive adjustments) to or by GenSci US Subsidiary for the period to the Effective Time (and each not already reflected in the GenSci US Financial Statements) do not exceed $100,000 in the aggregate (and, in the case of its Subsidiaries consolidated payroll taxes incurred, up to $180,000, which payroll taxes will be substantially remitted in such returns (the "OCC Consolidated Returns") have been examined by or settled with normal course of business to the Internal Revenue Service ("IRS") or other Governmental EntityEffective Time); (v) there are no material "deferred intercompany transactions" agreements, waivers or "intercompany transactions" other arrangements providing for an extension of time with respect to the gain filing of any Tax Return by, or loss in which has not yet been taken into account under payment of any tax, governmental charge or deficiency by or against GenSci and each GenSci Subsidiary; to the Company Consolidated Returns or the OCC Consolidated Returns; (vi) best knowledge of GenSci there are no Liens for material taxes on the assets of the Company and each of its Subsidiariesactions, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no suits, proceedings, investigations or claims commenced, threatened or assessments contemplated against the Company GenSci or any GenSci Subsidiary in respect of its Subsidiaries asserted Taxes, or grounds for any material claim in writing by respect thereof, or any matters under discussion with any Governmental Entity with respect relating to Taxes 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 any amount or to any alleged deficiency in any tax, Person (other than those claims an obligation to pay fair value to a Dissenting Shareholder as contemplated in this Agreement) including, without limitation, any liability or assessments that contingent or future liability in respect of any Taxes (unless such liability or contingent or future liability would not exceed $100,000) or otherwise, provided, however, that GenSci US Subsidiary may have a Material Adverse Effect potential U.S. withholding liability on the Company or its Subsidiaries taken interest deemed paid on GenSci US Subsidiary Loans as a whole. For result of the purpose of transactions contemplated under this Agreement, and provided that GenSci US Subsidiary may recognize gain and incur Tax liability solely as a result of an election by IsoTis, pursuant to Section 338 of the term "tax" Code (includinga “338 Election”) to treat the acquisition of the GenSci US Subsidiary Shares as an acquisition of assets for United States federal income tax purposes and provided, with correlative meaningadditionally, that GenSci US Subsidiary may recognize gain, and incur Tax liability, upon the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments purchase by IsoTis of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied assets of GenSci US Subsidiary prior to or filed with a Governmental Entity with respect to any tax including an information returnon the Effective Date. In addition, claim for refund, amended tax return or declaration and without limiting the generality of estimated tax.this §3.2(u),

Tax Matters. (a) Except as set forth on Section 4.11in SCHEDULE 6.1.11, paragraph 1 the sum of the reserves for current and deferred national and local tax liabilities in the Accounts as of the Accounts Date are sufficient for the payment of all United Kingdom, foreign, state, county and local taxes of the Company Disclosure Schedule(including interest and penalties to the Accounts Date) whether or not disputed, for all its fiscal years and accounting periods ended on or before the Accounts Date, which (i) there has been duly filed by or are shown on behalf a Return of the Company and each of its Subsidiaries (and each of their respective predecessors, if anyas defined below), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities (ii) have been obtained asserted by a taxing authority against the Company, or (iii) are otherwise owed by the Company with respect to, all material federal, state, foreign and local tax returns and reports required to be filed its operations or property conducted or held on or prior to the date hereof; Accounts Date. The Company’s United Kingdom and all other local income tax, franchise tax, any foreign tax, and other business tax returns, if any, have been examined by the Inland Revenue Service and/or by the appropriate Local or foreign tax commissions as set forth in SCHEDULE 6.1.11. The results of such examinations are properly reflected in the Accounts in accordance with generally accepted accounting principles applied consistently with prior statements and all deficiencies proposed as a result of such examinations have been paid and settled, except as disclosed in SCHEDULE 6.1.11. Except as disclosed in SCHEDULE 6.1.11: (iii) payment in full or adequate provision for the payment of Company has filed when due all material taxes required to be paid returns, declarations and reports and information returns and statements in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material any taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or with respect to it on behalf or before the date hereof (collectively, “Returns”); (ii) the Returns which have not been examined and for which the statute of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") limitations remains open were either prepared consistently with Returns which have been examined by or settled with for which the Internal Revenue Service statute of limitations has expired, or adequate provision has been made therefor in the Accounts; ("IRS"iii) the Company has timely paid all taxes that have been shown as due and payable on its Returns; (iv) the Company is not delinquent in the payment of any taxes and has not requested any extension of time within which to file or other Governmental Entitysend any Return, which Return has not since been filed or sent; and (v) there are no material "deferred intercompany transactions" deficiency for any taxes has been proposed, asserted or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments assessed against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on for which the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to could be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxliable.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly All Tax Returns that are required to be filed by or on behalf with respect to IJL and its Subsidiaries have been duly and timely filed, (ii) all Taxes due with respect to the Tax Returns referred to in clause (i) (assuming such Tax Returns have been properly completed) have been paid in full, (iii) the Tax Returns referred to in clause (i) have been examined by the IRS or the appropriate state, local or foreign taxing authority or the period for assessment of the Company 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 such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, (vi) all Taxes required by law to be withheld have been withheld and paid over to the proper governmental authority in a timely manner, and (vii) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of IJL or its Subsidiaries. IJL has made available to Wachovia true and correct copies of the United States federal income Tax Returns filed by IJL and its Subsidiaries for each of the three most recent fiscal years ended on or before September 30, 1997. IJL and each of its Subsidiaries (have complied with all information reporting requirements and have retained all necessary documentation in its files to permit continued compliance with information reporting requirements. Neither IJL nor any of its Subsidiaries is a party to any tax sharing agreement or arrangement other than with each other. Neither IJL nor any of their respective predecessors, if any), or filing extensions from its Subsidiaries has been a member of any consolidated group for income tax purposes other than the appropriate federal, state, foreign and local Governmental Entities have been obtained consolidated group of which IJL is the common parent. Neither IJL nor any of its Subsidiaries has any liability with respect toto income, all material federal, state, foreign and local tax returns and reports required to be franchise or similar Taxes that accrued on or before the end of the most recent period covered by IJL's SEC Documents filed on or prior to the date hereof; (ii) payment hereof in full or adequate provision for the payment of all material taxes required to be paid in respect excess of the periods covered by such tax returns and reports has been made; (iii) a reserve which amounts accrued with respect thereto that are reflected in the Company reasonably believes financial statements included in IJL's SEC Documents filed prior to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or date hereof. Neither IJL nor any of its Subsidiaries asserted in writing by has any Governmental Entity with respect reason to believe that any alleged deficiency in any tax, other than those claims conditions exist that might prevent or assessments that would not have a Material Adverse Effect on impede the Company or its Subsidiaries taken Merger from qualifying as a whole. For reorganization within the purpose meaning of this Agreement, Section 368(a) of the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there Envoy has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate all federal, and all Material state, local, foreign and local Governmental Entities provincial tax returns, declarations, statements, reports, schedules, bonus and information returns and any amendments to any of the preceding ("Tax Returns") required to have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof, or appropriate extensions therefor have been properly obtained, and such Tax Returns are in all Material respects true, correct and complete; (ii) payment in full or adequate provision for the payment of all material taxes required Taxes shown to be due on such Tax Returns either (x) have been timely paid or (y) extensions for payment have been properly obtained or such Taxes are being timely and properly contested and, in either case, adequate reserves pursuant to GAAP have been established on Envoy's consolidated financial statements with respect of the periods covered by such tax returns and reports has been madethereto; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company Envoy and each of its Subsidiaries consolidated have complied in such returns all Material respects with all rules and regulations relating to the withholding of Taxes; (the "Company Consolidated Returns"iv) or by or on behalf of OCC and each neither Envoy nor any of its Subsidiaries consolidated has waived any statute of limitations in such returns respect of its Taxes or Tax Returns; (the "OCC Consolidated Returns"v) all Tax Returns of Envoy and its Subsidiaries covering periods through Envoy's fiscal year ended December 31, 1994 relating to federal income Taxes have been examined by or settled with the Internal Revenue Service ("IRS") ), and Section 5.8 of the Envoy Disclosure Letter sets forth all pending audits, examinations or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated claims by any taxing authority of any Tax Returns; (vi) there are no Liens for material taxes on the assets except as have been advanced in pending audits or examinations listed in Section 5.8 of the Company Envoy Disclosure Letter, no claims that have been communicated in writing to Envoy by a taxing authority in connection with the examination of any federal or Material state Tax Returns of Envoy and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payableSubsidiaries are currently pending; and (vii) there all deficiencies asserted or assessments made as a result of any examination of such Tax Returns by any taxing authority have been no claims paid in full or assessments against are being timely and properly contested and proper accruals pursuant to GAAP have been established on Envoy's consolidated financial statements with respect thereto; (viii) except for the Company potential liability for Taxes of the affiliated groups listed in Section 5.8 of the Envoy Disclosure Letter, neither Envoy nor any of its Subsidiaries has any liability for Taxes of any Person other than Envoy and its Subsidiaries (a) under Treasury Regulations Section 1.1502-6 (or any similar provision of applicable Law), (b) as a transferee or successor, or (c) by virtue of any express or implied agreement or otherwise; (ix) neither Envoy nor any of its Subsidiaries has been a member of any affiliated group within the meaning of Section 1504(a) of the Internal Revenue Code other than (a) the affiliated group of which Envoy is the common parent corporation and (b) the affiliated group of which Quintiles is the common parent corporation; (x) none of the property owned or used by Envoy or its Subsidiaries is subject to a tax benefit transfer lease executed in accordance with Section 168(f)(8) of the Internal Revenue Code of 1954, as amended by the Economic Recovery Act of 1981; (xi) none of the property owned by Envoy or its Subsidiaries is "tax exempt use property" within the meaning of Section 168(h) of the Internal Revenue Code; (xii) none of Envoy or its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement that under any circumstances could obligate any of Envoy or its Subsidiaries to make any payments that will not be deductible under either Section 162(m) or Section 280G of the Internal Revenue Code (or cause Envoy or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any taxincur a payment to reimburse a person for a tax imposed under Internal Revenue Code Section 4999); (xiii) except for the Tax Sharing Agreement between Envoy and Quintiles, other than those claims or assessments that would not have a Material Adverse Effect on copy of which is attached to Section 5.8 of the Company Envoy Disclosure Letter, none of Envoy or its Subsidiaries taken is a party to any Tax allocation agreement, any Tax sharing agreement, or any Tax indemnity agreement; and (xiv) Envoy has no reason to believe that any conditions exist that could reasonably be expected to prevent the Merger from qualifying as a whole. For reorganization within the purpose meaning of this Agreement, Section 368(a) of the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxInternal Revenue Code.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 may be disclosed in Item 4.13 of the Company Disclosure Schedule, (i) there has been duly filed by Letter or on behalf of in the Company Filed SEC Documents and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims matters that individually or assessments against in the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that aggregate would not have a Material Adverse Effect on the Company, (i) the Company or its Subsidiaries taken as a whole. For and each Subsidiary have filed all Tax Returns required to have been filed and have paid all Taxes shown to be due on such Tax Returns; (ii) all Tax Returns filed by the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" Company and "taxable") shall include each Subsidiary are complete and accurate and disclose all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information Taxes required to be supplied paid by the Company and each Subsidiary for the periods covered thereby; (iii) neither the Company nor any Subsidiary has waived any statute of limitations in respect of Taxes of the Company or such Subsidiary; (iv) the Tax Returns referred to in clause (i) relating to federal income Taxes have been examined by the Internal Revenue Service or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired; (v) no issues that have been raised by the relevant taxing authority in connection with the examination of the Tax Returns referred to in clause (i) are currently pending; (vi) no taxing authority has proposed any adjustments to tax against the Company or any Subsidiary; (vii) all deficiencies asserted or assessments made as a Governmental Entity with respect result of any examination of the Tax Returns referred to in clause (i) by a taxing authority have been paid in full; (viii) there are no Liens for Taxes upon the assets of the Company or any tax including an information returnSubsidiary except Liens relating to current Taxes not yet due; and (ix) all Taxes which the Company or any Subsidiary are required by law to withhold or to collect for payment have been duly withheld and collected, claim for refundand have been paid or accrued, amended tax return or declaration of estimated tax.reserved against and

Tax Matters. (a) Except as set forth on Section 4.11would not, paragraph 1 of individually or in the aggregate, have or be reasonably expected to have a Company Disclosure ScheduleMaterial Adverse Effect, (i) there has been duly the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by or any of them, and all such Tax Returns are complete and accurate, (ii) the Company and each of its Subsidiaries have paid all Taxes that are required to be paid by any of them, except, in the case of clause (ii) hereof, with respect to matters contested in good faith and for which adequate reserves have been established on behalf the financial statements of the Company and its Subsidiaries in accordance with GAAP, (iii) the U.S. federal income Tax Returns of the Company and each of its Subsidiaries (and each of their respective predecessorsthrough the Tax year ending December 31, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities 2004 have been obtained with examined or are currently being examined by the IRS (or the period for assessment of the Taxes in respect to, all material federal, state, foreign and local tax returns and reports of which such Tax Returns were required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; expired), (iv) none of the income tax returns required all assessments for Taxes due with respect to be filed by completed and settled examinations or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") any concluded litigation have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; fully paid, (v) there are no material "deferred intercompany transactions" audits, examinations, investigations or "intercompany transactions" the gain other proceedings pending or loss threatened in which has not yet been taken into account under writing in respect of U.S. federal income Tax matters of the Company Consolidated Returns or the OCC Consolidated Returns; any of its Subsidiaries, (vi) there are no Liens for material taxes Taxes on any of the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would statutory Liens for Taxes not have a Material Adverse Effect on yet due and payable, (vii) none of the Company or any of its Subsidiaries taken as has been a whole. For “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the purpose Code (or any similar provision of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Section 6011 of the Code and foreign incomethe Treasury regulations promulgated thereunder, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative (ix) neither the Company nor any Subsidiary of the Company (A) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Company) or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments (B) has any liability for the Taxes of any nature whatsoeverPerson (other than the Company or any of its present or former Subsidiary) under Treasury regulation Section 1.1502-6 (or any similar provision of state, together with all interestlocal, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return foreign or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxprovincial law).

Tax Matters. (a) Except as otherwise set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedulein SCHEDULE 2.8, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries have timely filed all material income Tax Returns (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities as defined hereinafter) required to have been obtained with respect tofiled and no extensions of the time for filing are currently applicable, and such Tax Returns are true, correct and complete in all material federalrespects, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes Taxes (as defined hereinafter),whether or not shown on any Tax Return, required to be have been paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service timely paid, ("IRS"iii) or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due Subsidiaries have withheld and payable; and (vii) there paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, (iv) neither the Company nor any of its Subsidiaries has waived in writing any statute of limitations in respect of its Taxes and no claims deficiency with respect to any Taxes has been proposed, asserted or assessments assessed against the Company or any of its Subsidiaries asserted Subsidiaries, (v) all federal income Tax Returns referred to in clause (i) for all years through 1998 have been examined by and settled with the Internal Revenue Service or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, (vi) no issues that have been raised in writing by the relevant taxing authority in connection with the examination of the Tax Returns referred to in clause (i) are currently pending, (vii) all deficiencies asserted or assessments made as a result of any Governmental Entity with respect examination of any Tax Returns referred to in clause (i) by any alleged deficiency taxing authority have been paid in any taxfull, (viii) the most recent financial statements contained in the SEC Documents reflect an adequate reserve for all Taxes payable by the Company and its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements, (ix) there are no Liens for Taxes (other than those claims or assessments that would for current Taxes not have a Material Adverse Effect yet due and payable) on the assets of the Company or any of its Subsidiaries taken as a whole. For the purpose of this AgreementSubsidiaries, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable"x) shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.there

Tax Matters. (a) Except as set forth would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Section 4.11, paragraph 1 of the Company Disclosure Schedule, NASDAQ OMX: (iA) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns that are required to be filed by or on behalf with respect to NASDAQ OMX or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true and complete; (B) NASDAQ OMX and its Subsidiaries have paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor or third party, except with respect to matters for which adequate reserves have been established in accordance with GAAP in the Company most recent NASDAQ OMX annual financial statement, as adjusted for operations in the ordinary course of business since the last date which is covered by such statements; (C) there is no audit, examination, deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any Taxes or Tax Return of NASDAQ OMX or any of its Subsidiaries; (D) the Tax Returns of NASDAQ OMX and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by the applicable Tax Authority (or settled with the Internal Revenue Service ("IRS"applicable statutes of limitations for the assessment of income Taxes for such periods have expired) for all periods through and including December 31, 2008, and no deficiencies were asserted as a result of such examinations which have not been resolved and fully paid or other Governmental Entityaccrued as a liability on the financial statements contained in the most recent NASDAQ OMX Reports; (vE) neither NASDAQ OMX nor any of its Subsidiaries have waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (F) neither NASDAQ OMX nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local or non-U.S. law) in the two years prior to the date of this Agreement; (G) neither NASDAQ OMX nor any of its Subsidiaries has any liability for Taxes of any Person (other than NASDAQ OMX or any of its Subsidiaries) under Treasury Regulation §1.1502-6 (or any similar provision of state, local or non-U.S. law), as transferee or successor, by contract or otherwise; (H) there are no material "deferred intercompany transactions" liens for Taxes upon any property or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each NASDAQ OMX or any of its Subsidiaries, except for statutory liens for current taxes Taxes not yet due and payable; payable or for which adequate reserves have been provided in accordance with GAAP in the most recent NASDAQ OMX annual financial statement, and (viiI) there no private letter rulings, technical advice memoranda or similar agreements or rulings have been no claims entered into or assessments against the Company issued by any Tax Authority with respect to NASDAQ OMX or any of its Subsidiaries asserted in writing by for any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would taxable year for which the statute of limitations has not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxexpired.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has The Company and each of its Subsidiaries have filed all federal, and all state, local, foreign and provincial Tax Returns (as hereinafter defined) required to have been duly filed by filed, and such Tax Returns are correct and complete, except to the extent that any failure to so file or any failure to be correct and complete would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on behalf of the Company; (ii) all Taxes (as hereinafter defined) shown to be due on such Tax Returns have been timely paid or extensions for payment have been properly obtained, or such Taxes are being timely and properly contested; (iii) the Company and each of its Subsidiaries have complied with all rules and regulations relating to the withholding of Taxes and the remittance of withheld Taxes, except to the extent that any failure to comply with such rules and regulations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; (and each iv) neither the Company nor any of their respective predecessors, if any), or filing extensions from the appropriate its Subsidiaries has waived any statute of limitations in respect of its Taxes that remains in effect; (v) no federal, state, local or foreign and local Governmental Entities have been obtained with respect toaudits or administrative proceedings, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes has Knowledge, are pending with regard to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by any Taxes or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") proposed audit or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with proceeding from the Internal Revenue Service ("IRS") or any other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returnstaxing authority; (vi) there are no Liens for material taxes on issues that have been raised in writing by the assets relevant taxing authority in connection with the examination of Tax Returns filed by or with respect to the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payableSubsidiaries are currently pending; and (vii) there 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; (viii) no claims or assessments against withholding is required under Section 1445 of the Code in connection with the Merger; (ix) neither the Company or nor any of its Subsidiaries asserted has engaged in writing by any Governmental Entity transaction that would constitute a "tax shelter" within the meaning of Section 6111 or 6662 of the Code and that has not been disclosed on an applicable Tax Return; (x) neither the Company nor any of its Subsidiaries has submitted a request for a ruling to the IRS or a state tax authority; (xi) neither the Company nor any of its Subsidiaries has at any time made, changed or rescinded any express or deemed election relating to Taxes that is not reflected in any Tax Return; (xii) neither the Company nor any of its Subsidiaries has at any time changed any of its methods of reporting income or deductions for Tax purposes from those employed in the preparation of its Tax Returns; (xiii) neither the Company nor any of its Subsidiaries has been a member of an affiliated group of corporations (within the meaning of Section 1504(a)) filing a consolidated federal income tax return (or a group of corporations filing a consolidated, combined or unitary income tax return under comparable provisions of state, local or foreign tax law) for any taxable period other than a group of which the Company is the parent; (xiv) neither the Company nor any of its Subsidiaries has any obligation under any agreement or arrangement with any other person with respect to Taxes of such other person (including pursuant to Treasury Regulations Section 1.1502-6 or comparable provision of state, local or foreign tax law), including any alleged deficiency liability for Taxes of any predecessor entity; and (xv) the unpaid Taxes of the Company and its Subsidiaries do not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect temporary difference between book and Tax income) set forth or included in any taxthe most recent balance sheet included in the Company SEC Documents except to the extent that the failure to adequately reflect such revenue, other than those claims individually or assessments that in the aggregate, would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxEffect.

Tax Matters. (a) Except as set forth on Section 4.11would not be reasonably likely, paragraph 1 of individually or in the Company Disclosure Scheduleaggregate, to exceed $100,000, (i) there has been duly The Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by or on behalf any of them and all such filed Tax Returns are complete and accurate, (ii) the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, paid all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes Taxes that are required to be paid by any of them, (iii) there are not pending or, to the knowledge of the Company, threatened in writing, any audits, examinations, investigations, actions, suits, claims or other proceedings in respect of the periods covered Taxes nor has any deficiency for any Tax been assessed by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable any Governmental Entity in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments writing against the Company or any of its Subsidiaries, (iv) neither the Company nor any of its Subsidiaries asserted in writing by has made any Governmental Entity with respect compensatory payments or has been or is a party to any alleged deficiency in any taxcompensatory agreement, other than those claims contract, arrangement, or assessments plan that would provides for compensatory payments that were not have a Material Adverse Effect on the Company deductible or its Subsidiaries taken as a whole. For the purpose of this Agreementcould reasonably be expected to be nondeductible under Code Section 162(m), the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable"v) shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information Taxes required to be supplied withheld by the Company and its Subsidiaries have been withheld and paid over to the appropriate Tax authority, (vi) the Company has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring since January 1, 2006 that was intended to be governed by Section 355 of the Code, (vii) neither the Company nor any of its Subsidiaries has entered into any transaction defined under Sections 1.6011-4(b)(2), -4(b)(3) or -4(b)(4) of the Treasury Regulations promulgated under the Code, (viii) the Company is not the beneficiary of any extension of time within which to file any material Tax Return, (ix) to the Company’s knowledge there are no liens for Taxes (other than Taxes not yet due and payable) upon any of the material assets of the Company, (x) the Company has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), and does not have any liability for the Taxes of any person (other than the Company) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, and (xi) the Company is not a party to or filed with a Governmental Entity with respect to bound by any tax including an information return, claim for refund, amended tax return allocation or declaration of estimated taxsharing agreement.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has The Company and each of its Subsidiaries have filed all federal, and all material state, local and foreign Tax Returns required to have been duly filed by or appropriate extensions therefor have been properly obtained, and such Tax Returns are correct and complete in all material respects; (ii) all material Taxes shown to be due on behalf of such Tax Returns have been timely paid or extensions for payment have been properly obtained; (iii) the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, complied in all material federal, state, foreign respects with all rules and local tax returns and reports required to be filed on or prior regulations relating to the date hereof; (ii) payment in full or adequate provision for the payment withholding of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter endTaxes; (iv) none of the any federal income tax returns required Tax Returns referred to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns clause (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns"i) have been examined by the IRS or settled with the Internal Revenue Service ("IRS") or other Governmental Entityperiod for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" issues that have been raised in writing by the gain or loss relevant taxing authority in which has not yet been taken into account under connection with the Company Consolidated examination of the Tax Returns or the OCC Consolidated Returnsreferred to in clause (i) are currently pending; (vi) all material deficiencies asserted or assessments made in writing as a result of any examination of such Tax Returns by any taxing authority have been paid in full; (vii) during the past three years, neither the Company nor any of its Subsidiaries has been a distributing or controlled corporation in a transaction intended to qualify for tax-free treatment under Section 355 of the Code; (viii) no withholding is required under Section 1445 of the Code in connection with the Merger; (ix) during the last five years, neither the Company nor any of its Subsidiaries has been a party to any so-called “listed transaction” identified by the IRS; (x) the Company has not waived any statute of limitations in respect of Taxes and (xi) there are no Liens liens for material taxes on Taxes upon the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxPermitted Encumbrances.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there There has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made, except where the failure to so pay or make such adequate provision has not had, and would not be reasonably likely to have, a Material Adverse Effect; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end, except where the failure to establish adequate reserves has not had and would not be reasonably likely to have a Material Adverse Effect; (iv) except as described in Section 4.20(a)(iv) of the Company Disclosure Schedule, none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns"and their respective predecessors, if any) or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) except as described on Section 4.20(a)(v) of the Company Disclosure Schedule, there are no material "deferred intercompany transactions" or "intercompany transactions," the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) except as describe on Section 4.20(a)(vi) of the Company Disclosure Schedule, there are no Liens liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payablepayable (and except for liens which do not and would not, individually or in the aggregate, have a material adverse effect on the Company); and (vii) except as described in Section 4.20(a)(vii) of the Company Disclosure Schedule, there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.

Tax Matters. (a) Except as otherwise set forth on in Section 4.11, paragraph 1 4.9 of the Company Disclosure ScheduleLetter, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries have filed all Tax Returns (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities as hereinafter defined) required to have been obtained with respect tofiled, and such Tax Returns are correct and complete and disclose all material federal, state, foreign and local tax returns and reports Taxes (as hereinafter defined) required to be filed on or prior paid by the Company and its Subsidiaries for the periods covered thereby, except to the date hereofextent that any failure to so file or any failure to be correct and complete or to disclose all Taxes required to be paid would not, individually or in the aggregate, have a Material Adverse Effect on the Company; (ii) payment in full or adequate provision for the payment of all material taxes required Taxes shown to be due on such Tax Returns have been timely paid in respect of the periods covered by such tax returns and reports has or extensions for payment have been madeproperly obtained; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated have complied with all rules and regulations relating to the withholding of Taxes and the remittance of withheld Taxes, except to the extent that any failure to comply with such rules and regulations would not, individually or in such returns the aggregate, have a Material Adverse Effect on the Company; (iv) neither the "Company Consolidated Returns"nor any of its Subsidiaries has waived any statute of limitations in respect of its Taxes; (v) or any Tax Returns required to have been filed by or on behalf of OCC with respect to the Company and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") relating to federal and state income Taxes have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" the appropriate foreign or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns state taxing authority or the OCC Consolidated Returnsperiod for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there issues that have been no claims raised by the relevant taxing authority in connection with the examination of Tax Returns required to have been filed by or assessments against with respect to the Company or any of its Subsidiaries are currently pending; (vii) 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 properly reflected on the books of the Company; (viii) there is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on Taxes of the Company or its Subsidiaries taken as a whole. For any Subsidiary; and (ix) there are no liens for Taxes upon the purpose assets of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative Company or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect Subsidiary except liens relating to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxcurrent Taxes not yet due.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure ScheduleSchedule 6.7, (i) there has been duly filed all Taxes relating to the Medical Business required to be paid by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from Medical Group through the appropriate federal, state, foreign and local Governmental Entities date hereof have been obtained with respect topaid and all returns, all material federaldeclarations of estimated Tax, stateTax reports, foreign and local tax information returns and reports statements required to be filed on or by the Medical Group in connection with the Medical Business prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof; (ii) payment in full relating to any Taxes with respect to any income, properties or adequate provision for the payment of all material taxes required to be paid in respect operations of the periods covered by such tax returns and reports has been made; Medical Group prior to the date hereof (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the collectively, "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entityduly filed; (vii) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets as of the Company and each time of its Subsidiariesfiling, except for statutory liens for current taxes not yet due and payable; and the Returns correctly reflected in all material respects (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect and, as to any alleged deficiency Returns not filed as of the date hereof, will correctly reflect in any tax, other than those claims or assessments that would not have a Material Adverse Effect on all material respects) the Company or its Subsidiaries taken as a whole. For facts regarding the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profitsbusiness, franchiseassets, gross receiptsoperations, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise activities and other taxes, duties or assessments status of the Medical Business and any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied shown therein; (iii) all Taxes relating to the operations of the Medical Business that have been shown as due and payable by the Medical Group on the Returns have been timely paid and filed or adequate provisions made to the books and records of the Medical Business; (iv) in connection with the Medical Business (A) the Medical Group has made provision on the Balance Sheet for all Taxes payable by the Medical Group for any periods that end on or before the Balance Sheet Date for which no Returns have yet been filed with a Governmental Entity and for any periods that begin on or before the Balance Sheet Date and end after the Balance Sheet Date to the extent such Taxes are attributable to the portion of any such period ending on the Balance Sheet Date and (B) provision has been made for all Taxes payable by the Medical Group for any periods that end on or before the date hereof for which no Returns have then been filed and for any periods that begin on or before the date hereof and end after such date to the extent such Taxes are attributable to the portion of any such period ending on such date; (v) no tax liens have been filed with respect to any of the assets of the Medical Business, and there are no pending tax including an information returnaudits of any Returns relating to the Medical Business; and (vi) no deficiency or addition to Taxes, claim interest or penalties applicable to the Medical Group for refundany Taxes relating to the operation of the Medical Business has been proposed, amended tax return asserted or declaration assessed in writing (or any member of estimated taxany affiliated or combined group of which the Medical Group or any previous operator of the Medical Business was a member for which the Medical Group could be liable).

Tax Matters. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns that were required to be filed by or on behalf of the Company and each with respect to Parent or any of its Subsidiaries consolidated in have been duly and timely filed or caused to be timely filed (taking into account any extension of time within which to file) and all such returns Tax Returns are complete and accurate, (the "Company Consolidated Returns"b) all Taxes owed by Parent or by or on behalf of OCC and each any of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") that are or have become due have been examined by timely paid in full or settled with caused to be timely paid in full or an adequate reserve for the Internal Revenue Service payment of such Taxes has been established in their books and records, ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vic) there are no Liens for material taxes on any of the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company Parent or any of its Subsidiaries asserted that arose in connection with any failure (or alleged failure) to pay any Taxes on any of such assets (except in all cases for Liens permissible under or not prohibited by any applicable material loan agreements and indentures (together with all related mortgages, deeds of trust and other security agreements)), (d) there is no claim against Parent or any of its Subsidiaries for any Taxes, and no assessment, deficiency, or adjustment has been asserted, proposed, or threatened in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims Taxes or assessments that would not have a Material Adverse Effect on the Company Tax Returns of or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means Parent or any of its Subsidiaries, and (e) neither Parent nor any of its Subsidiaries has constituted either a report, return “distributing corporation” or other information required a “controlled corporation” in a distribution of stock intended to be supplied qualify for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or filed 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 a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxthe transactions contemplated by this Agreement.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly All Tax Returns that are required to be filed by or with respect to Fed One and its Subsidiaries have been duly filed, (ii) all Taxes shown to be due on behalf the Tax Returns referred to in clause (i) have been paid in full, (iii) the Tax Returns referred to in clause (i) have been examined by the IRS or the appropriate state, local or foreign taxing authority or the period for assessment of the Company 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 such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (vi) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of Fed One or its Subsidiaries. Fed One has made available to United true and correct copies of the United States federal income Tax Returns filed by Fed One and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1996. Neither Fed One nor any of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained has any liability with respect toto income, all material federal, state, foreign and local tax returns and reports required franchise or similar Taxes that accrued on or before the end of the most recent period covered by Fed One's SEC Documents filed prior to be the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in Fed One's SEC Documents filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect . As of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiariesdate hereof, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or neither Fed One nor any of its Subsidiaries asserted in writing by has any Governmental Entity with respect reason to believe that any alleged deficiency in any tax, other than those claims conditions exist that might prevent or assessments that would not have a Material Adverse Effect on impede the Company or its Subsidiaries taken Merger from qualifying as a whole. For reorganization within the purpose meaning of this Agreement, Section 368(a) of the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (a) Except as set forth on Section 4.11Schedule 5.12, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each other corporation included in any consolidated or combined tax return or part of its Subsidiaries an affiliated group, within the meaning of Section 1504 of the Code, of which the Company is or has been a member, (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities A) have been obtained with respect to, timely paid all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes Taxes required to be paid in respect of by them through the periods covered by such tax returns date hereof (including any Taxes shown due on any Tax Return) and reports has been made; (iiiB) a reserve which the Company reasonably believes have filed or caused to be adequate has been set up for the payment of filed in a timely manner (within any applicable extension periods) all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or them with the appropriate Governmental Entities in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true and complete. All Taxes shown to be due on behalf each of the Tax Returns filed by the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined timely paid in full. Except as set forth in Schedule 5.12: (i) no Liens have been filed and the Company has not been notified by or settled with the Internal Revenue Service or any other taxing authority that any issues have been raised ("IRS"and are currently pending) by the Internal Revenue Service or any other Governmental Entitytaxing authority in connection with any Tax Return of the Company (or the failure to file a Tax Return), and no waivers of statutes of limitations have been given or requested with respect to the Company; (vii) there are no material "deferred intercompany transactions" or "intercompany transactions" pending Tax audits of any Tax Returns of the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated ReturnsCompany; (viiii) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there unresolved deficiencies or additions to Taxes have been no claims proposed, asserted or assessments assessed against the Company or any member of any affiliated or combined group of which the Company was or is a member; (iv) the Company has made full and adequate provision (x) on the Latest Balance Sheet for all Taxes payable by it for all periods prior to the date of the Latest Balance Sheet and (y) on its Subsidiaries asserted in writing books for all Taxes payable by it for all periods beginning on or after the date of the Latest Balance Sheet; (v) the Company has not nor will it incur any Governmental Entity Liability with respect to any alleged deficiency in any tax, Taxes (a "Tax Liability") from and after the date of the Latest Balance Sheet other than those claims or assessments that would not have a Material Adverse Effect on Taxes incurred in the ordinary course of business and consistent with previous years; (vi) the Company has not been nor is now a "personal holding company" within the meaning of Section 542 of the Code or a United States real property holding corporation within the meaning of Section 897 of the Code; (vii) the Company and its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include predecessors have complied in all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together respects with all interest, penalties applicable Laws relating to the collection or withholding of Taxes (such as sales Taxes or withholding of Taxes from the wages of employees) and additions imposed the Company is not liable for any Taxes for failure to comply with respect such Laws; and (viii) the Company is not now nor has the Company been a party to such amountsany Tax sharing agreement. The term "tax return" means a report, return or other information Company has not agreed to and the Company is not required to be supplied make any adjustments pursuant to Section 481 of the Code, and the Internal Revenue Service has not proposed any such adjustments or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration changes in the accounting methods of estimated taxthe Company.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Scheduleotherwise disclosed in Schedule 3.23, (i) the Company and each Subsidiary has filed (or joined in the filing of) when due all Tax Returns required by applicable law to be filed with respect to it and all Taxes shown to be due on such Tax Returns have been paid; (ii) all such Tax Returns were true, correct and complete as of the time of each such filing; (iii) all Taxes relating to periods ending on or before the Closing Date owed by the Company and each Subsidiary (whether or not shown on any Tax Return) or to which the Company or any Subsidiary may be liable under Treasury Regulations § 1.1502-6 (or analogous state or foreign provisions) by virtue of having been a member of any Affiliated Group (or other group filing on a combined or unitary basis) at any time on or prior to the Closing Date, if required to have been paid, have been paid (except for Taxes which are being contested in good faith); (iv) any liability of the Company or any Subsidiary for Taxes not yet due and payable, or which are being contested in good faith, has been provided for on the financial statements of the Company in accordance with generally accepted accounting principles; (v) all Tax Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 2000 have been examined and closed 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; (vi) the Company has not made an election under Section 1362(a) of the Code to be treated as an S corporation; (vii) neither the Company nor any Subsidiary has been a member of an affiliated, consolidated, combined or unitary group other than the one of which the Company is the common parent; (viii) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Company or any Subsidiary in respect of any Tax or assessment, nor is any claim for additional Tax or assessment asserted by any Governmental Agency; (ix) since January 1, 1999, no claim has been made by any Governmental Agency in a jurisdiction where the Company or any Subsidiary does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction, nor to the Sellers’ Knowledge is any such assertion threatened; (x) there is no outstanding request for any extension of time within which to pay any Taxes or file any Tax Returns; (xi) there has been duly filed no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Company or any Subsidiary; (xii) neither the Company nor any Subsidiary is a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters (other than written agreements with lessors, vendors, and customers entered into in the Ordinary Course of Business); (xiii) no ruling with respect to Taxes (other than a request for determination of the status of a qualified pension plan) has been requested by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereofany Subsidiary; (iixiv) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated Subsidiary has withheld and paid all material Taxes required to be withheld in such returns (the "Company Consolidated Returns") connection with any amounts paid or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") owing to any employee, creditor, independent contractor or other Governmental Entitythird party; (vxv) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets property of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any Subsidiary is “tax-exempt use property” within the meaning of its Subsidiaries asserted in writing by Section 168(h) of the Code; (xvi) neither the Company nor any Governmental Entity with respect Subsidiary is a party to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954; (xvii) neither the Company nor any Subsidiary has filed any agreement or its Subsidiaries taken as consent under Section 341(f) of the Code; (xviii) neither of the Sellers are a whole. For “foreign person” within the purpose meaning of this Agreement, Section 1445 of the term "tax" Code; and (including, with correlative meaning, xix) neither the terms "taxes" and "taxable"Company nor any Subsidiary has been a United States real property holding corporation within the meaning of Section 897(c)(2) shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of estimated taxthe Code.

Tax Matters. (a) Except as set forth on Section 4.11disclosed in writing to Avenor, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company Bowater and each of its Subsidiaries have filed on a timely basis (and each of their respective predecessors, if anyor within permitted extensions), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect tocaused to be filed, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by them (all of which returns were correct and complete in all material respects) and have paid, or caused to be paid, all Taxes that are due and payable, in each case except for any such Tax Returns or Taxes the non-filing or non-payment of which have not had and would not be reasonably likely to have a material adverse effect on behalf of Bowater, and Bowater has provided adequate accruals in accordance with generally accepted accounting principles in its most recently published financial statements for any Taxes for the Company and each of its Subsidiaries consolidated period covered by such financial statements that have not been paid, whether or not shown as being due on any Tax Returns. Since such publication date, no material Tax liability not reflected in such returns (statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued other than in the "Company Consolidated Returns") or by or on behalf ordinary course of OCC and each of its Subsidiaries consolidated business. Except as otherwise disclosed in such returns (the "OCC Consolidated Returns") writing to Avenor, neither Bowater nor any Subsidiary has received any written notification that any material issues have been examined raised (and are currently pending) by or settled with Revenue Canada, the United States Internal Revenue Service ("IRS") or any other Governmental Entity; (v) taxing authority, including, without limitation, any sales tax authority, in connection with any of the Tax Returns referred to above, and no waivers of statutes of limitations have been given or requested with respect to Bowater or any Subsidiary, in each case except for any such written notices or waivers which have not had and would not be likely to have a material adverse effect on Bowater. To the best of the knowledge of Bowater, there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet proposed (but unassessed) additional Taxes and none have been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens asserted. No Tax liens have been filed other than for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes Taxes not yet due and payable; and . Neither Bowater nor any Bowater Subsidiary (viii) there have been no claims has made an election to be treated as a "consenting corporation" under Section 341(f) of the Code or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect (ii) is a party to any alleged deficiency in any tax, Tax sharing or other than those claims similar agreement or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments arrangement of any nature whatsoever, together with all interest, penalties and additions imposed with any other person pursuant to which Bowater or any Bowater Subsidiary has or could have any liabilities in respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxTaxes.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns All Tax Returns required to be filed by or on behalf of with respect to the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") Subsidiary have been examined timely filed; (ii) all Taxes shown on such Tax Returns or otherwise due have been timely paid; (iii) all such Tax Returns are true, correct and complete in all material respects; (iv) no adjustment relating to such Tax Returns has been proposed formally or informally by or settled with any Tax authority and, to the Internal Revenue Service ("IRS") or other Governmental EntityKnowledge of Seller, no basis exists for any such adjustment; (v) there with respect to any period for which Taxes are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under due, the Company Consolidated Returns or the OCC Consolidated Returnsand its Subsidiary have made sufficient current accruals for all such Taxes in its Unaudited Financial Statements; (vi) the Company and its Subsidiary have made all required estimated Tax payments sufficient to avoid any underpayment penalties; (vii) the Company and its Subsidiary have withheld and paid all Taxes required by all applicable laws to be withheld or paid in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party; (viii) there are no Liens for material taxes on Encumbrances as a result of any unpaid Taxes, other than Taxes not yet due and payable, upon any of the assets of the Company and each its Subsidiary ; (ix) the Company and its Subsidiary have not been members of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes; (x) the Company and its Subsidiaries, except Subsidiary have not been at any time members of any partnership or joint venture or the holders of a beneficial interest in any trust for statutory liens any period for current taxes which the statute of limitations for any Tax has not yet due and payableexpired; and (viixi) there have been no claims or assessments against the Company and its Subsidiary are not parties to, are not bound by, and have no obligation under, any Tax sharing agreement, Tax allocation agreement, Tax indemnity agreement, or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxsimilar contract.

Tax Matters. (a) Except Subject to such exceptions as set forth on Section 4.11would not, paragraph 1 of individually or in the Company Disclosure Scheduleaggregate, have a Material Adverse Effect, (i) there has the Company and its Subsidiaries have timely filed (taking account of extensions to file that have been duly properly obtained) all Tax Returns (as hereinafter defined) required to have been filed by or on behalf of them, and such Tax Returns are correct and complete in all respects; (ii) the Company and each of its Subsidiaries has timely paid (and each taking account of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities to pay that have been obtained with respect to, properly obtained) all material federal, state, foreign and local tax returns and reports required to be filed Taxes (as hereinafter defined) shown on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has Tax Returns as having been madedue; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated has complied in such returns all respects with all rules and regulations relating to the withholding of Taxes and the remittance of withheld Taxes; (iv) neither the "Company Consolidated Returns") or by or on behalf nor any Subsidiary has waived any statute of OCC and each limitations in respect of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental EntityTaxes, which remains open; (v) there are no material "deferred intercompany transactions" federal, state, local, or "intercompany transactions" the gain foreign audits or loss in administrative proceedings, of which has not yet been taken into account under the Company Consolidated or any Subsidiary has notice, are pending with regard to any Taxes or Tax Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted and the Company and its Subsidiaries have not received a written notice of any proposed audit or proceeding from the Internal Revenue Service (“IRS”) or any other taxing authority; (vi) there is currently no limitation on the utilization of net operating losses, capital losses, built-in writing by any Governmental Entity losses, tax credits or similar items of the Company and its Subsidiaries under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable provisions of state, local or foreign law); (vii) the Company and its Subsidiaries have complied with the requirements of Section 482 of the Internal Revenue Code of 1986, as amended (the “Code”) and similar laws of foreign jurisdictions with respect to intercompany transactions and have maintained complete and accurate records to substantiate the pricing of such transactions; (viii) no claim has been made by any alleged deficiency taxing authority in any taxjurisdiction where the Company and its subsidiaries do not file Tax Returns that they are or may be subject to Tax by that jurisdiction; (ix) neither the Company nor any subsidiary has been a member of an affiliated group of corporations (within the meaning of Section 1504(a)) filing a consolidated federal income tax return (or a group of corporations filing a consolidated, combined, or unitary income tax return under comparable provisions of state, local, or foreign tax law) for any taxable period, other than those claims or assessments that would a group the common parent of which is Company; (x) the Company does not have a Material Adverse Effect on any obligation under any agreement or arrangement with any other Person with respect to Taxes of such other Person (including pursuant to Treasury Regulations Section 1.1502-6 or comparable provision of state, local or foreign tax law) including any liability for Taxes of any predecessor entity; (xiv) the unpaid Taxes of the Company and its Subsidiaries do not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect temporary differences between book and Tax income) set forth or included in the Company’s most recent balance sheet as adjusted for the passage of time through the Closing Date, and (xi) Section 3.9 of the Company Letter sets forth all foreign jurisdictions in which the Company or any of its Subsidiaries taken as subsidiaries are subject to Tax, are engaged in business or have a wholepermanent establishment. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.purposes

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure SchedulePreviously Disclosed, (i) there has been duly filed by or on behalf of the Company all reports and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained returns with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; Taxes (iias defined below) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns that are required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns with respect to it (collectively, the "Company Consolidated Tax Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") ), have been examined by duly filed, or settled with requests for extensions have been timely filed and have not expired, for all periods immediately preceding the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" Merger Effective Date except to the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes extent such filing is not yet due and payable; and (vii) there or all such failures to file, taken together, are not reasonably likely to have been no claims either by themselves or assessments against in the Company aggregate with one or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any taxmore other events, other than those claims occurrences or assessments that would not have circumstances, a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreementit, the term "tax" and such Tax Returns were true, complete, accurate and correct in all material respects, (including, with correlative meaning, the terms "taxes" and "taxable"ii) all taxes (which shall include all mean federal, state, local and or foreign income, profits, franchise, gross receipts, payrollwindfall profits, severance, property, production, sales, use, occupancy, license, excise, franchise, employment, usewithholding or similar taxes imposed on the income, propertyproperties, withholding, value added, alternative operations or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments activities of any nature whatsoeverit, together with all any interest, additions, or penalties with respect thereto and any interest in respect of such additions imposed or penalties, collectively the "Taxes") shown to be due on the Tax Returns have been paid in full on or before the due date or are being contested in good faith and adequately reserved for, in accordance with GAAP, on its consolidated balance sheet, (iii) the Tax Returns have never been examined by the Internal Revenue Service, (iv) no written notice of deficiency, pending audit or assessment with respect to the Tax Returns has been received from the appropriate state, local or foreign taxing authority, or the period for assessment of the Taxes in respect of which such amounts. The term "tax return" means a report, return or other information Tax Returns were required to be supplied filed has expired, (v) all Taxes due with respect to completed and settled examinations have been paid in full or filed otherwise adequately reserved in accordance with GAAP on its consolidated balance sheet, (vi) no issues have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns which are reasonably likely to result in a Governmental Entity determination that would have, either by themselves or in the aggregate with one or more other events, occurrences or circumstances, a Material Adverse Effect on it, except as reserved against, in accordance with GAAP, in its Financial Reports, and (vi) no waivers of statutes of limitations have been given by or requested with respect to any tax including an information return, claim for refund, amended tax return or declaration Taxes of estimated taxit.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure attached Taxes Schedule, : (i) there has been duly the Acquired Companies have timely filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports Tax Returns in all jurisdictions in which such Tax Returns are required to be filed on or prior to the date hereofand such Tax Returns are true, correct and complete; (ii) payment all Taxes due and owing on such filed Tax Returns described in full (i) have been properly accrued or adequate provision for fully paid to the payment extent such Taxes have become due; (iii) each of the Acquired Companies has duly and timely withheld all material taxes Taxes required to be withheld, and such Taxes have been either duly and timely paid to the relevant governmental authority or properly set aside in accounts for such purpose; (iv) no request has been made for any extension of time within which to file any Tax Returns in respect of the periods covered by such tax returns and reports has Acquired Companies which have not since been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entityfiled; (v) there are no material "deferred intercompany transactions" outstanding agreements or "intercompany transactions" waivers by the gain or loss in which has not yet been taken into account under Acquired Companies that extend the Company Consolidated statutory period of limitations applicable to any Tax Returns or the OCC Consolidated ReturnsTaxes; (vi) there are no Liens the provision for material taxes Taxes shown on the assets Closing Date Balance Sheet is sufficient to satisfy all accrued and unpaid Taxes as of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payabledate thereof; and (vii) there have been no claims none of the Acquired Companies has received any notice of any pending or assessments against threatened tax audits with respect to the Company or any of its Subsidiaries asserted Subsidiaries; (viii) none of the Acquired Companies has received any notice of material deficiency or an assessment of proposed material deficiency from any taxing authority; (ix) no claim has ever been made by an authority in writing a jurisdiction where any of the Acquired Companies do not file Tax Returns that any of the Acquired Companies is or may be subject to taxation by that jurisdiction; and (x) there are no Liens on any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on of the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments assets of any nature whatsoever, together of the Acquired Companies that arose in connection with all interest, penalties any failure (or alleged failure) to pay any Tax due and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxpayable.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly (A) (x) the Sole Stockholder and Centennial Bank have timely filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports Tax Returns required to be filed on or prior to the date hereof; (ii) payment by them and all such Tax Returns are true and complete in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns respects and reports has been made; (iiiy) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such other income Tax Returns and all other material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or on behalf of either or both of the Company Sole Stockholder and each Centennial Bank have been filed, (B) the Sole Stockholder and Centennial Bank have properly filed all Tax Returns required to be filed prior to the Closing Date in respect of its Subsidiaries consolidated information reporting requirements imposed by the Code or any similar provision of foreign, state or local Law or, in the case of Tax Returns to be retained by the Sole Stockholder and Centennial Bank prior to the Closing Date in respect of such returns information reporting requirements, has properly completed Tax Returns in their files, (C) all Taxes required to have been paid by the "Company Consolidated Returns"Sole Stockholder and Centennial Bank on or before the Closing Date have been timely paid in full, (D) no extensions of time with respect to a Tax assessment or deficiency or waivers of statutes of limitations have been given by or on behalf requested with respect to any Taxes of OCC and each of its Subsidiaries consolidated in such returns the Sole Stockholder or Centennial Bank, (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (vE) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no current Liens for material taxes on any of the assets of the Company and each of its SubsidiariesSole Stockholder or Centennial Bank, except other than Liens for statutory liens for current taxes Taxes not yet due and payable; and , (viiF) there no closing agreements, private letter rulings, technical advance memoranda or similar agreements or rulings have been no claims entered into or assessments against issued to the Company Seller Parties or any of its Subsidiaries asserted in writing Affiliate thereof (including Centennial Bank) by any Governmental Entity Taxing Authority with respect to any alleged deficiency the Sole Stockholder or Centennial Bank, (G) neither the Sole Stockholder nor Centennial Bank has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in any taxSection 897(c)(1)(A) of the Code, other than those claims or assessments that would not have (H) during the last five years, neither the Sole Stockholder nor Centennial Bank has been a Material Adverse Effect on party to a transaction intended to qualify under Section 355 of the Company or its Subsidiaries taken Code as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed Tax-free with respect to such amounts. The term "tax return" means a reportCentennial Bank, return (I) to the knowledge of the Seller Parties, no audits or administrative or judicial Tax proceedings are currently being conducted with respect to, and the Sellers have not received any notice of audit of, or deficiency, assessment, investigation or refund litigation with respect to, any of the Tax Returns referred to in clause (A) by or from the Internal Revenue Service or any other information required Taxing Authority, (J) no power of attorney granted prior to be supplied to the Closing Date by any of the Seller Parties or filed with a Governmental Entity Centennial Bank with respect to the Sole Stockholder or Centennial Bank will remain in effect after the Closing Date, (K) no claim has ever been made by a Taxing Authority in a jurisdiction where the Sole Stockholder or Centennial Bank does not file a Tax Return that such corporation is or may be subject to Tax by that jurisdiction and (L) the Sole Stockholder and Centennial Bank have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any tax including an employee, independent contractor, creditor, shareholder or other third party, and the Sole Stockholder and Centennial Bank have timely complied with all applicable information returnreporting requirements under Part III, claim for refund, amended tax return or declaration Subchapter A of estimated taxChapter 61 of the Code and similar applicable state and local information reporting requirements.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, otherwise disclosed in Schedule 4.13(a): (i) there has been duly all Tax returns required to be filed by or on behalf each of the Company and each of its Subsidiaries (have been filed and each of their respective predecessors, if anyhas paid (or the Company has paid on its Subsidiary's behalf), or filing extensions from has set up an adequate reserve for the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect topayment of, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes Taxes required to be paid in respect of the periods covered by such tax returns and reports has been madereturns; (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material tax, assessment or governmental charge; (iii) a reserve which the Company reasonably believes to be adequate has been set up except for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) Permitted Liens, there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on Tax liens upon the assets of the Company and each or any of its Subsidiaries, Subsidiaries except for statutory liens for current taxes Taxes not yet due and payableor being contested in good faith through appropriate proceedings; and (viiiv) there have no material deficiency for any Taxes has been no claims proposed, asserted or assessments assessed against the Company or any of its Subsidiaries asserted that has not been resolved, reserved against or paid in writing full. (b) Except as otherwise disclosed in Schedule 4.13(b): (i) all Taxes, deposits or other payments for which the Company or any of its Subsidiaries is liable through the date hereof either have been paid or accrued in full on the books and records of the Company or its Subsidiaries, as applicable, except for such Taxes as are not required by GAAP to be accrued or are immaterial in amount; (ii) there are not now any Governmental Entity extensions of time in effect with respect to the dates on which any returns or reports with respect to any alleged deficiency in Taxes were or are due to be filed; (iii) no audit or investigation of any taxreturn or report of Taxes is currently underway, other than those claims pending or, to the Company's knowledge, threatened; and (iv) there are no outstanding waivers or assessments that would not have a Material Adverse Effect on agreements by the Company or any Subsidiary of the Company for the extension of time for the assessment of any material Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information or any other matter pending between the Company or any of its Subsidiaries taken as a wholeand any taxing authority. For the purpose (c) The Company has delivered to Buyer true and complete copies of this Agreement, the term "tax" all federal and state income tax returns (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interestany Revenue Agent's Reports) relating to the operations of the Company and the Subsidiaries of the Company for the taxable years ended since 1996. (d) None of the Company or any of its Subsidiaries has filed a consent pursuant to Section 341(f) of the Code. None of the Company, penalties any of its Subsidiaries or any predecessor in interest of such party, has filed, or may be deemed to have filed, any election under Section 338 of the Code. (e) Except as set forth on Schedule 4.13(e), neither the Company nor any of its Subsidiaries has made any payment which constitutes an "excess parachute payment" within the meaning of Section 280G of the Code, and additions imposed with respect to such amounts. The term "tax return" means a report, return no payment by the Company or other information any of its Subsidiaries required to be supplied to or filed with made under any contract will, if made, constitute an "excess parachute payment" within the meaning of Section 280G of the Code. (f) Except as set forth in Schedule 4.13(f), neither the Company nor any of its Subsidiaries is a Governmental Entity with respect party to any tax including allocation or tax sharing agreement. 17 23 (g) None of the Company or any of its Subsidiaries has been a member of an information return, claim for refund, amended affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income tax return or declaration (other than a group the common parent of estimated taxwhich was the Company). Section 4.14.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there The Seller has been duly filed by paid (or the Parent on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, Seller has paid) all material federal, state, foreign and local tax returns and reports Taxes required to be filed paid through the Closing Date and will pay all Taxes required to be paid by it, in respect of the Business, for periods ending on or prior to the date hereof; (ii) payment in full or adequate provision for Closing Date and has properly and timely filed and will, prior to the payment Closing, properly and timely file all returns, declarations of all material taxes required to be paid in respect of the periods covered by such tax estimated Tax, Tax reports, information returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns statements required to be filed by or on behalf it (collectively, "Returns"), in respect of the Company Business, prior to the Closing (other than those for which extensions shall have been granted prior to Closing) relating to any Taxes with respect to any income, properties or operations of the Seller prior to the Closing; (ii) no tax liens have been filed with respect to any of the Purchased Assets, and there are no pending tax audits of any of the Seller or the Parent relating to the Business; (iii) the Seller has withheld from each payment made to any of its Subsidiaries consolidated present or former employees, officers and directors, and to all Persons who are non-residents of Canada for the purposes of the Income Tax Act (Canada), all amounts required by Law, and has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Authority; (iv) the Seller has remitted all Canada Pension Plan and Quebec Pension Plan contributions, unemployment insurance premiums, employer health taxes and other Taxes payable by it in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each respect of its Subsidiaries consolidated in such returns (employees to the "OCC Consolidated Returns") have been examined proper Governmental Authority within the time required by or settled with the Internal Revenue Service ("IRS") or other Governmental Entityapplicable Law; (v) there are no material "deferred intercompany transactions" the Seller has charged, collected and remitted on a timely basis all amounts as required by applicable Law on any sale, supply or "intercompany transactions" delivery whatsoever, made by the gain or loss Seller in which has not yet been taken into account under respect to the Company Consolidated Returns or the OCC Consolidated ReturnsBusiness including, without limitation, sales and goods and services taxes; (viv) there are no Liens the Seller is a registrant for material taxes on the assets purposes of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.goods and

Tax Matters. (a) Except as set forth on in Section 4.11, paragraph 1 3.8 of the ----------- Company Disclosure ScheduleLetter, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries have timely filed (taking account of extensions to file that have been properly obtained) all Tax Returns required to have been filed by it, and each such Tax Returns are correct and complete in all material respects and do not contain a disclosure statement under Section 6662 of their respective predecessors, if any), the Code (or filing extensions from the appropriate federal, any predecessor provision or comparable provision of state, local or foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereoflaws); (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns have timely paid (the "Company Consolidated Returns") or by or on behalf taking account of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") extensions to pay that have been examined properly obtained) all Taxes required to be paid by it and that have been due and will timely pay (taking account of such extensions) all Taxes required to be paid by it and that will be due on or settled prior to the Effective Time (other than Taxes that are being timely and properly contested in good faith), or where payment is not yet due or is being contested in good faith, has established in accordance with generally accepted accounting principles an adequate reserve for the Internal Revenue Service ("IRS") or other Governmental Entitypayment of such Taxes; (viii) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its SubsidiariesSubsidiaries have complied in all material respects with all rules and regulations relating to the withholding of Taxes and the remittance of withheld Taxes; (iv) neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of its Taxes, except for statutory liens for current taxes not yet due which remains open; (v) no federal, state, local, or foreign audits or administrative proceedings, of which the Company or its Subsidiaries has written notice, are pending with regard to any Taxes or Tax Returns (as hereinafter defined) of the Company or its Subsidiaries and payablenone of them has received a written notice of any proposed audit or proceeding from the Internal Revenue Service (the "IRS") or any other taxing authority; (vi) no --- issues that have been raised by the relevant taxing authority in connection with the examination of Tax Returns required to have been filed by or with respect to the Company and each of its Subsidiaries are currently pending; (vii) there all deficiencies asserted or assessments made as a result of any examination of such Tax Returns by any taxing authority have been no claims paid in full; (viii) neither the Company nor any of its Subsidiaries has been a member of an affiliated group of corporations (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income tax return (or assessments against a group of corporations filing a consolidated, combined, or unitary income tax return under comparable provisions of state, local, or foreign tax law) for any taxable period, other than a group the common parent of which is the Company; (ix) neither the Company nor any of its Subsidiaries has any obligation under any agreement or arrangement with any other person with respect to Taxes of such other person (including pursuant to Treasury Regulations Section 1.1502-6 or comparable provision of state, local or foreign tax law) including any liability for Taxes of any predecessor entity; (x) neither the Company nor any of its Subsidiaries has filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by the Company; (xi) neither the Company nor any of its Subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement; (xii) except as may be required as a result of the Merger, the Company and its Subsidiaries have not been and will not be required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or Section 263A of the Code or any comparable provision under state or foreign tax laws as a result of transactions, events or accounting methods employed prior to the Closing; (xiii) none of the Company's or its Subsidiaries' assets are tax exempt use property within the meaning of Section 168(h) of the Code; (xiv) the Company is not subject to (A) any foreign tax holidays, (B) any intercompany transfer pricing agreements, or other arrangements that have been established by the Company or any of its Subsidiaries asserted in writing by with any Governmental Entity with respect to tax authority and (C) any alleged deficiency in any tax, other than those claims expatriate programs or assessments that would not have a Material Adverse Effect on policies affecting the Company or any of its Subsidiaries; (xv) the Company is not, and has not been at any time, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code; (xvi) neither the Company nor any of its Subsidiaries taken as a whole. For the purpose of this Agreementhas ever made, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information been required to be supplied to or filed with a Governmental Entity with respect to any tax including make, an information return, claim for refund, amended tax return or declaration election under Section 338 of estimated taxthe Code.

Tax Matters. (a) Except as set forth on disclosed in Section 4.11, paragraph 1 3.12 of the Company Disclosure Schedule, Schedule and for those matters that could not reasonably be expected to have a Material Adverse Effect: (i) there each of the Company and its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all Tax Returns (as hereinafter defined) required to be filed, and all such filed Tax Returns are true, correct and complete; (ii) each of the Company and its Subsidiaries has timely paid, or has had paid on its behalf, all Taxes due and owing; (iii) the Company has made adequate provision, in accordance with GAAP, in the consolidated financial statements included in the Company SEC Documents filed prior to the date of this Agreement for the payment of all Taxes for which the Company or any of its Subsidiaries may be liable for the periods covered thereby; (iv) no deficiency with respect to Taxes has been duly asserted or assessed in writing against the Company or any of its Subsidiaries, which has not been fully paid or adequately reserved (in accordance with GAAP) in the Company SEC Documents filed by prior to the date of this Agreement; (v) no audits or on behalf other administrative or court proceedings are pending with any Governmental Authority with respect to Taxes of the Company or any of its Subsidiaries, and no written notice thereof has been received, (vi) there are no agreements in effect to extend the period of limitations for assessment or collection of any Tax for which the Company or any of its Subsidiaries may be liable; (vii) the Company and each of its Subsidiaries has withheld from all payments to employees, independent contractors, creditors, shareholders and any other persons (and each of their respective predecessors, if any), or filing extensions from timely paid to the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, Authority) all material federal, state, foreign and local tax returns and reports amounts required to be filed on or prior withheld with respect to the date hereofsuch payments in compliance with all applicable Laws; and (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (viviii) there are no Liens for material taxes on Taxes upon the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any taxSubsidiaries, other than those claims or assessments that would Liens for Taxes not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" yet due and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxpayable.

Tax Matters. (a) Except as set forth on in Section 4.11, paragraph 1 4.20 of the Company Disclosure Schedule, (ia) there Seller has been duly or will have timely filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports Tax Returns that are or will be required to be filed on or prior before the Closing Date with respect to the date hereofBusiness or the Purchased Assets; (iib) payment all such Tax Returns are or will be complete and correct in full or adequate provision for the payment of all material taxes respects and disclose or will disclose all Taxes required to be paid in respect of the periods covered by such tax returns Business and reports has been madethe Purchased Assets; (iiic) a reserve which all material Taxes owed by Seller that are due and payable with respect to Pre-Closing Periods have been or will be timely paid by Seller, the Company reasonably believes to be adequate has been set up for the non-payment of all such material taxes anticipated to be payable which could result in respect of periods through a Lien on any Purchased Asset, could otherwise adversely affect the most recent fiscal quarter endBusiness or could result in Buyer becoming liable or responsible therefor; (ivd) none of Seller has timely collected or withheld, and timely paid to the income tax returns appropriate taxing authorities, set aside in accounts for such purpose, or accrued, reserved against and entered upon the Financial Statements, all monies required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by collected or settled withheld from Business Employees for Income Taxes and social security and other payroll Taxes; (e) there is no Action pending or, to the Knowledge of Seller, threatened against Seller with respect to any Taxes associated with the Internal Revenue Service ("IRS") Purchased Assets or other Governmental Entitythe Business; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vif) there are no Liens for material taxes Taxes on the assets any of the Company and each of its Subsidiaries, except for statutory liens Purchased Assets (other than Liens for current taxes Taxes that are not yet due and payable); (g) Seller does not have any liability for the Taxes of any other Person, the non-payment of which would result in a Lien on any Purchased Asset, would otherwise adversely affect the Business or would result in Buyer becoming liable or responsible therefor; (h) there has not been any waiver or extension of any statute of limitations in respect of Taxes associated with the Purchased Assets or the Business which waiver is currently in effect; and (viii) there have been no claims or assessments against Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.

Tax Matters. (a) Except as set forth on in Section 4.11, paragraph 1 2.13 of the Company Disclosure Schedule, : (i) there has are no material federal, state, county or local Taxes due and payable by the Company or any of its Subsidiaries which have not been duly filed by or on behalf timely paid; (ii) the provisions for Taxes in the Company Financial Statements are sufficient for the payment of all material accrued and unpaid federal, state, county and local Taxes of the Company and its Subsidiaries whether or not assessed or disputed as of the respective dates of the balance sheets included in such Company Financial Statements; (iii) each of its Subsidiaries (the Acquired Entities has duly and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, timely filed all material federal, state, foreign county and local tax returns and reports Tax Returns required to be have been filed on or prior by them and there are in effect no waivers of applicable statutes of limitations with respect to the date hereof; (ii) payment in full or adequate provision material Taxes for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter endany year; (iv) none of the income tax returns required to be filed by no federal or on behalf state Tax audit of the Company and each or any of its Subsidiaries consolidated is presently in such returns (progress, nor has the "Company Consolidated Returns") or by or on behalf of OCC and each any of its Subsidiaries consolidated been notified in writing of any request for any such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental EntityTax audit; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes Taxes on the any assets of the Company and each of or its Subsidiaries, Subsidiaries (except for statutory liens for current taxes Taxes not yet due and payable); (vi) each of the 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 all Tax Returns and information returns with respect thereto have been properly completed and timely filed; (vii) there have been no claims neither the Company nor any of its Subsidiaries (A) is a party to or assessments against is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries), (B) has received or applied for a Tax ruling or entered into a “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Legal Requirements), in each case, that would be binding upon the Company or any of its Subsidiaries asserted in writing by after the Closing Date, (C) is or has been a member of any Governmental Entity with respect to any alleged deficiency in any taxaffiliated, consolidated, combined, unitary or similar group for purposes of filing Tax Returns or paying Taxes (other than those claims or assessments that would not have a Material Adverse Effect on group the common parent of which is the Company or has been one of its Subsidiaries taken as a whole. For Subsidiaries), (D) has any liability for the purpose Taxes of this Agreement, any Person (other than the term "tax" Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, or any similar provision of state, local and or foreign incomeLegal Requirements), profitsas a transferee or successor, franchiseor otherwise; (viii) neither the Company nor any of its Subsidiaries will be required to include any item of income in, gross receiptsor exclude any item of deduction from, payrolltaxable income for any taxable period (or portion thereof) ending after the Closing Date, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments as a result of any nature whatsoever(V) change in method of accounting pursuant to Section 481(c) of the Code (or any similar provision of state, together with all interestlocal or foreign Legal Requirements) prior to the Closing, penalties and additions imposed with respect (W) installment sale, intercompany transaction or open transaction disposition made on or entered into prior to such amounts. The term "tax return" means a reportthe Closing Date, return (X) prepaid amount received on or other information required prior to be supplied the Closing Date, (Y) “closing agreement” within the meaning of Section 7121(a) of the Code (or any similar provision of state, local or foreign Legal Requirements) or (Z) election pursuant to Section 108(i) of the Code (or filed with a Governmental Entity with respect to any tax including an information returnsimilar provision of state, claim for refund, amended tax return local or declaration of estimated taxforeign Legal Requirements).

Tax Matters. (a) Except as otherwise set forth on in Section 4.11, paragraph 1 ----------- 3.9 of the Company Disclosure ScheduleLetter, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate have filed all federal, and all material state, local, foreign and local Governmental Entities provincial, Tax Returns (as hereinafter defined) required to have been obtained with respect tofiled, all material federaland such Tax Returns are correct and complete, state, foreign and local tax returns and reports required except to the extent that any failure to so file or any failure to be filed correct and complete would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on or prior to the date hereofCompany; (ii) payment in full or adequate provision for the payment of all material taxes required Taxes (as hereinafter defined) shown to be due on such Tax Returns have been timely paid in respect of the periods covered by or extensions for payment have been properly obtained, or such tax returns Taxes are being timely and reports has been madeproperly contested; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated have complied with all rules and regulations relating to the withholding of Taxes and the remittance of withheld Taxes, except to the extent that any failure to comply with such rules and regulations would not, individually or in such returns the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; (iv) neither the "Company Consolidated Returns") or by or on behalf of OCC and each nor any of its Subsidiaries consolidated has waived any statute of limitations in such returns respect of its Taxes that remains in effect; (v) no federal, state, local or foreign audits or administrative proceedings, of which the "OCC Consolidated Returns") have been examined by Company has Knowledge, are pending with regard to any Taxes or settled with proposed audit or proceeding from the Internal Revenue Service ("IRS") or any other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returnstaxing authority; (vi) there are no Liens for material taxes on issues that have been raised in writing by the assets relevant taxing authority in connection with the examination of Tax Returns filed by or with respect to the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payableSubsidiaries are currently pending; and (vii) there 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; (viii) no claims or assessments against withholding is required under Section 1445 of the Code in connection with the Merger; (ix) neither the Company or nor any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency has engaged in any tax, other than those claims or assessments transaction that would constitute a "tax shelter" within the meaning of Section 6111 or 6662 of the Code and that has not have a Material Adverse Effect been disclosed on an applicable Tax Return; (x) neither the Company or nor any of its Subsidiaries taken as has submitted a whole. For request for a ruling to the purpose IRS or a state tax authority; (xi) neither the Company nor any of this Agreementits Subsidiaries has at any time made, changed or rescinded any express or deemed election relating to Taxes that is not reflected in any Tax Return; (xii) neither the term "tax" Company nor any of its Subsidiaries has at any time changed any of its methods of reporting income or deductions for Tax purposes from those employed in the preparation of its Tax Returns; (including, with correlative meaning, xiii) neither the terms "taxes" and "taxable"Company nor any of its Subsidiaries has been a member of an affiliated group of corporations (within the meaning of Section 1504(a)) shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means filing a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended consolidated federal income tax return (or declaration a group of estimated tax.corporations filing a consolidated, combined or unitary

Tax Matters. (a) Except as set forth on Section 4.11in SCHEDULE 3.16 ----------- attached hereto, paragraph 1 of the Company Disclosure Schedule, with respect to Taxes and Tax Returns: (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports Tax Returns required to be filed by F&F on or prior to the date hereofhereof have been filed when due in accordance with all applicable laws; (ii) payment as of the time of filing, or, if subsequently amended as of the date of such amendment, and to the knowledge of Mallinckrodt, such Tax Returns correctly reflected in full or adequate provision for the payment of all material taxes respects the facts regarding the income, business, assets, operations, activities and status of F&F and any other information required to be paid in respect of the periods covered by such tax returns and reports has been madeshown therein; (iii) a reserve which the Company reasonably believes all Taxes shown to be adequate has due on such Tax Returns have been set up timely paid, withheld or remitted to the appropriate Governmental Authority or extensions for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter endhave been duly obtained; (iv) none as of the income tax returns required to be filed by date hereof, neither F&F nor any member of any affiliated, consolidated, combined or on behalf unitary group of the Company and each which F&F is or has been a member has waived or granted any extension of its Subsidiaries consolidated any statute of limitations in respect of any such returns (the "Company Consolidated Returns") Tax Returns or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental EntityTaxes; (v) as of the date hereof, there are is no audit, dispute, claim, action, proceeding or investigation pending or, to the knowledge of Mallinckrodt threatened against or with respect to F&F with respect to any Tax, which audit, dispute, claim, action, proceeding or investigation, if determined adversely, would reasonably be expected in combination with any such audits, disputes, claims, actions, proceedings or investigations, to have a material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returnsadverse effect on F&F; (vi) there are no Liens for material taxes on the assets as of the Company date hereof, F&F is not delinquent in the payment of any Tax, requested any extension of time within which to file any Tax Return and each of its Subsidiaries, except for statutory liens for current taxes has not yet due filed such Return, and payableall deficiencies asserted or assessments made as a result of any audit by a Governmental Authority of a Tax Return of F&F have been paid in full; and (vii) as of the date hereof, there have been are no claims requests for rulings or assessments against the Company or determinations in respect of any of its Subsidiaries asserted in writing by Tax pending between any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" Authority and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.F&F.

Tax Matters. (a) Except as set forth on Section 4.11would not constitute, paragraph 1 of individually or in the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries have prepared and timely filed (and each taking into account any extension of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, time within which to file) all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or on behalf any of them and all such filed Tax Returns are true, complete and accurate; (ii) the Company and each of its Subsidiaries have paid all Taxes required to be paid (whether or not shown on such Tax Returns) and have made adequate provision, in accordance with GAAP, for all Taxes not yet due on the latest balance sheet included in the consolidated in such returns (financial statements of the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental EntityCompany; (viii) there are no material "deferred intercompany transactions" not pending or "intercompany transactions" the gain threatened in writing any audits, examinations, investigations or loss other proceedings in which has not yet been taken into account under respect of Taxes or Tax Returns of the Company Consolidated Returns or the OCC Consolidated Returnsany of its Subsidiaries; (viiv) there are no Liens for material taxes on the assets Taxes upon any property of the Company and each or any of its Subsidiaries, except for statutory liens for current taxes Permitted Liens; (v) the Company has not yet due and payablebeen a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code; and (vi) neither the Company nor any of its Subsidiaries has entered into any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); (vii) there have been no claims neither the Company nor any of its Subsidiaries (1) has received or assessments against applied for a Tax ruling from the Internal Revenue Service or entered into a “closing agreement” pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state, local or foreign Law), in each case, that will affect the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect after the Closing or (2) is a party to any alleged deficiency in any taxTax sharing or Tax indemnity agreement, other than those claims any such agreement (x) solely between or assessments that would among any of the Company and any of its Subsidiaries or (y) not have primarily relating to Taxes and entered into in the ordinary course of business; (viii) neither the Company nor any of its Subsidiaries is liable for any Taxes of any other Person (other than the Company and its Subsidiaries) pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a Material Adverse Effect transferee or successor, by contract or otherwise; (ix) neither the Company nor any of its Subsidiaries is a party to any currently effective waiver or other agreement extending the statute of limitation or period of assessment or collection of any Taxes; (x) each of the Company and its Subsidiaries, within the time and in the manner prescribed by Law, has withheld and paid over to the proper Governmental Entity all amounts required to be withheld and paid over under applicable Law (including Sections 1441, 1442, 3102 and 3402 of the Code or any other applicable provision of state, local or foreign Law); (xi) neither the Company nor any of its Subsidiaries 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 (1) change in method of accounting for a taxable period ending on or prior to the Closing Date, (2) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state or local income Tax law), (3) installment sale or open transaction entered into on or prior to the Closing Date, or (4) prepaid amount received on or prior to the Closing Date; and (xii) any Tax holiday claimed by the Company or any of its Subsidiaries taken as a whole. For in any jurisdiction is currently effective and will not be adversely affected by the purpose of transactions contemplated by this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.

Tax Matters. (a) All Tax Returns required to be filed prior to the date hereof with respect to the Company or its respective income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. Except as set forth in SCHEDULE 5.15 attached hereto, all Taxes due and payable by or with respect to the Company and the Business have been paid or are accrued on Section 4.11the Current Balance Sheet. The Company has withheld and paid all Taxes to the appropriate Governmental Authority required to have been withheld and paid in connection with amounts paid or owing to any employee, paragraph 1 independent contractor, creditor, stockholder, or other third party. With respect to each taxable period of the Company Disclosure Schedule, Company: (i) there no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been duly filed asserted or assessed by or on behalf of any taxing authority against the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereofCompany; (ii) payment the Company has not consented to extend the time in full which any Taxes may be assessed or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered collected by such tax returns and reports has been madeany taxing authority; (iii) a reserve which the Company reasonably believes has not requested or been granted an extension of the time for filing any Tax Return to be adequate has been set up for a date later than the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter endClosing; (iv) none of the income tax returns required there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or threatened against or with respect to be filed by or on behalf of the Company regarding Taxes; and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens Taxes (other than for current taxes Taxes not yet due and payable; and ) upon the Assets of the Company. No sales or use tax, non-recurring intangible tax, documentary stamp tax or other excise tax (viior comparable tax imposed by any governmental entity) there have been no claims or assessments against will be payable by the Company or Exult by virtue of the transactions contemplated in this Agreement. The Company has duly and validly filed an election for "S" corporation status under the Code, and such "S" election has not been revoked or terminated and neither the Company nor any of its Subsidiaries asserted in writing by the Shareholders has taken any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that action which would not have cause a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose termination of this Agreement, the term such "taxS" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxelection.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 in Schedule 4.2(Q) of the Company FBG Disclosure Schedule, Letter: (i) there has been duly filed by or on behalf of the Company all reports and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained returns with respect to, all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; Taxes (iias defined below) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns that are required to be filed by or on behalf of with respect to FBG (collectively, the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated “Tax Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") ”), have been examined by duly filed, or settled with requests for extensions have been timely filed and have not expired except to the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes extent any such filing is not yet due and payable; and (vii) there or all such failures to file, taken together, are not reasonably likely to have been no claims either by themselves or assessments against in the Company aggregate with one or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any taxmore other events, other than those claims occurrences or assessments that would not have circumstances, a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this AgreementFBG, the term "tax" and such Tax Returns were true, complete, accurate and correct in all material respects, (including, with correlative meaning, the terms "taxes" and "taxable"ii) all taxes (which shall include all mean federal, state, local and or foreign income, profits, franchise, gross receipts, payrollwindfall profits, severance, property, production, sales, use, occupancy, license, excise, franchise, employment, usewithholding or similar taxes imposed on the income, propertyproperties, withholding, value added, alternative operations or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments activities of any nature whatsoeverit, together with all any interest, additions, or penalties with respect thereto and any interest in respect of such additions imposed or penalties, collectively the “Taxes”) shown to be due on the Tax Returns have been paid in full on or before the due date or are being contested in good faith and adequately reserved for on its consolidated balance sheet contained in the FBG Financial Statements; (iii) the Tax Returns have never been examined by the Internal Revenue Service; (iv) no notice of deficiency, pending audit or assessment with respect to the Tax Returns has been received from the appropriate state, local or foreign taxing authority, or the period for assessment of the Taxes in respect of which such amounts. The term "tax return" means a report, return or other information Tax Returns were required to be supplied filed has expired; (v) all Taxes due with respect to completed and settled examinations have been paid in full; (vi) no issues have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns that would be reasonably likely to have, individually or filed with in the aggregate, a Governmental Entity Material Adverse Effect on FBG, except as reserved against in FBG Financial Statements, and (vii) no waivers of statutes of limitations have been given by or requested with respect to any tax including an information return, claim for refund, amended tax return or declaration Taxes of estimated taxFBG.

Tax Matters. (a) Except as set forth on Section 4.11would not have, paragraph 1 of individually or in the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries have prepared and timely filed (and each taking into account any valid extension of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, time within which to file) all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by or on behalf any of them and all such Tax Returns are complete and accurate, (ii) the Company and each of its Subsidiaries consolidated have timely paid all Taxes that are required to be paid by any of them (whether or not shown on any Tax Return), except with respect to matters contested in such returns (good faith through appropriate proceedings and for which adequate reserves have been established on the "financial statements of the Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries in accordance with GAAP, (iii) the U.S. consolidated in such returns (federal income Tax Returns of the "OCC Consolidated Returns") Company through the Tax year ending December 31, 2002 have been examined or are currently being examined by the IRS (or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired), (iv) all assessments for Taxes due with respect to completed and settled with the Internal Revenue Service ("IRS") examinations or other Governmental Entity; any concluded litigation have been fully paid, (v) there are no material "deferred intercompany transactions" audits, examinations, investigations or "intercompany transactions" the gain other proceedings pending or loss threatened in which has not yet been taken into account under writing in respect of Taxes or Tax matters of the Company Consolidated Returns or the OCC Consolidated Returns; any of its Subsidiaries, (vi) there are no Liens for material taxes Taxes on any of the assets of the Company and each of its Subsidiaries, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted other than statutory Liens for Taxes not yet due and payable or Liens for Taxes that are being contested in writing good faith through appropriate proceedings and for which adequate reserves have been established on the financial statements of the Company and its Subsidiaries in accordance with GAAP, (vii) none of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code (or any Governmental Entity similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) the Company and each of its Subsidiaries has timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor, stockholder or other third party, or amounts paid or owing among the Company and any of its Subsidiaries, (ix) neither the Company nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is the Company or a Subsidiary of the Company) or has any liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar provision of Law), by contract, agreement or otherwise, (x) no waivers or extensions of any statute of limitations have been granted or requested with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on Taxes of the Company or any of its Subsidiaries, (xi) none of the Company or any of its Subsidiaries taken as has been a whole. For party to any “listed transaction” within the purpose meaning of this AgreementTreasury Regulation 1.6011-4(b)(2), (xii) no closing agreement pursuant to Section 7121 of the term "tax" Code (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, or any similar provision of state, local and or foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative law) has been entered into by or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a reportthe Company or any of its Subsidiaries, return or other information and (xiii) neither the Company nor any of its Subsidiaries will be required to be supplied 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 method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 (or filed with a Governmental Entity with respect any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) intercompany transactions or any tax including an information returnexcess loss account described in Treasury Regulations under Section 1502 (or any corresponding or similar provision of state, claim for refund, amended tax return local or declaration of estimated taxforeign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure Schedule, (i) there has been duly filed by or on behalf of the The Company and each of its Subsidiaries has timely filed (and each of their respective predecessors, if any), or filing after taking into account any extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, to file properly obtained) all material federal, state, foreign and local tax returns and reports required to be filed on or prior to the date hereof; (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns Tax Returns required to be filed by them either on a separate or on behalf of the Company and each of its Subsidiaries combined or consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiariesbasis, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against where the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect failure to any alleged deficiency in any tax, other than those claims or assessments that timely file would not have a Material Adverse Effect on the Company; (ii) all such Tax Returns are complete and accurate in all respects, except where the failure to be complete or accurate would not have a Material Adverse Effect on the Company; (iii) each of the Company and its Subsidiaries has duly and timely paid all Taxes that are required to be paid, and all Taxes which the Company or any Subsidiary is required to withhold or collect for payment have been duly withheld or collected and paid to the appropriate Governmental Entity, except where the failure to do so would not have a Material Adverse Effect on the Company; (iv) no deficiencies for any Taxes have been asserted, proposed or assessed against the Company or any of its Subsidiaries taken that have not been fully paid or otherwise fully settled, except for deficiencies asserted, proposed or assessed which, if fully paid, would not have a Material Adverse Effect on the Company; and (v) neither the Company nor any of its Subsidiaries has waived any statute of limitations with respect to any material Taxes or, to the extent related to material Taxes, agreed to any extensions of time with respect to a Tax assessment or deficiency, in each case to the extent such waiver or agreement is currently in effect, (vi) with respect to all tax years ending on or before December 31, 1998, the Tax Returns referred to in clause (i), to the extent related to federal income, or material state, local or foreign income or franchise, Taxes, have been examined by the IRS or the appropriate state, local or foreign Taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, (vii) as a whole. For of the purpose date of this Agreement, there are no material audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of the term Company or any of its Subsidiaries, (viii) there are no material Liens relating to Taxes on any of the assets of the Company or any of its Subsidiaries, except for Liens relating to current Taxes not yet due and payable or relating to Taxes that are being contested in good faith, (ix) neither the Company nor any predecessor to the Company has made with respect to the Company, or any predecessor of the Company, any consent under Section 341 of the Code, (x) during the last three years, none of the Company or any of its Subsidiaries has been a party to any transaction (other than a transaction described in Section 355(e)(2)(C) of the Code) treated by the parties thereto as one to which Section 355 of the Code (or any similar provision of state, local or foreign law) applied, (xi) neither the Company nor any Subsidiary has ever been a member of a group of corporations filing Tax Returns on a consolidated, combined or unitary basis other than the group, if any, of which it is currently a member and (xii) except in the case of any transaction or arrangement that could not reasonably be expected to affect the Tax or other liability of the Company or any of its Subsidiaries, neither the Company nor any of its Subsidiaries has been a party to, or a promoter or organizer of, any "taxtax shelter" or similar transaction (including, with correlative meaningwithout limitation, any transaction or arrangement a principal purpose of which was the terms reduction of federal income taxes or any so-called "taxeslisted transaction" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxidentified by the IRS).

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of the Company Disclosure ScheduleSchedule 3.2(k), (i) there has been duly filed by or on behalf of the Company all ----------- --------------- material returns, statements, reports and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate federal, state, foreign and local Governmental Entities have been obtained with respect to, all material federal, state, foreign and local tax returns and reports forms relating to Taxes required to be filed on with any taxing authority by, or prior with respect to the date hereof; ACN Holdings and/or ACN (ii) payment in full or adequate provision for the payment of all material taxes required to be paid in respect of the periods covered by such tax returns and reports has been made; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (collectively, the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated ACN Returns") have been examined duly and timely filed in accordance with applicable laws; (ii) ACN Holdings and/or ACN have timely paid all material Taxes due and payable, whether or not shown on any ACN Return, and the ACN Returns, in all material respects, currently and completely reflect the income, business, assets, operations, activities and the status of ACN Holdings and ACN; (iii) ACN Holdings and ACN have made, in all material respects, provision for all Taxes payable by ACN Holdings and/or ACN for which no ACN Return has yet been filed; (iv) as of the date hereof, there are no material Liens for Taxes upon any property or settled asset of ACN Holdings or ACN, except for Liens for Taxes not yet due or with the Internal Revenue Service ("IRS") respect to matters being contested by ACN Holdings or other Governmental EntityACN in good faith; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss charges, accruals and reserves for Taxes with respect to ACN Holdings and ACN as reflected in which has not yet been taken into account the ACN Financial Statements were adequate under GAAP to cover the Company Consolidated Returns or liabilities for Taxes accruing through the OCC Consolidated Returnsdate thereof; and (vi) there are no Liens for material taxes on the assets as of the Company and each of its Subsidiariesdate hereof, except for statutory liens for current taxes not yet due and payable; and (vii) there have been is no claims action, suit, proceeding, audit or assessments claim now proposed or pending against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to ACN Holdings or ACN in respect of any alleged deficiency in any tax, other than those claims or assessments that would not Tax where there is a reasonable possibility of an adverse determination which could reasonably be expected to have a Material Adverse Effect on the Company or with respect to ACN Holdings and its Subsidiaries Subsidiaries, taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated tax.

Tax Matters. (a) Except as otherwise set forth on in Section 4.11, paragraph 1 3.9 of the Company Disclosure ScheduleLetter, (i) there has been duly filed by or on behalf of the Company and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from the appropriate have filed all federal, and all material state, local, foreign and local Governmental Entities provincial, Tax Returns required to have been obtained with respect tofiled or appropriate extensions therefor have been properly obtained, all material federaland such Tax Returns are correct and complete, state, foreign and local tax returns and reports required except to the extent that any failure to so file or any failure to be filed correct and complete would not, individually or in the aggregate, have a Material Adverse Effect on or prior to the date hereofCompany; (ii) payment in full or adequate provision for the payment of all material taxes required Taxes shown to be due on such Tax Returns have been timely paid or extensions for payment have been properly obtained, except to the extent that any failure to so pay or so obtain such an extension would not, individually or in respect of the periods covered by such tax returns and reports has been madeaggregate, have a Material Adverse Effect on the Company; (iii) a reserve which the Company reasonably believes to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated have complied in all material respects with all rules and regulations relating to the withholding of Taxes except to the extent that any failure to comply with such returns (rules and regulations would not, individually or in the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its Subsidiariesaggregate, except for statutory liens for current taxes not yet due and payable; and (vii) there have been no claims or assessments against the Company or any of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company Company; (iv) any Tax Returns referred to in clause (i) relating to federal income Taxes have been examined by the IRS or its Subsidiaries taken as a whole. For the purpose period for assessment of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments Taxes in respect of any nature whatsoever, together with all interest, penalties and additions imposed with respect to which such amounts. The term "tax return" means a report, return or other information Tax Returns were required to be supplied filed has expired; (v) no issues that have been raised in writing by the relevant taxing authority in connection with any examination of the Tax Returns referred to in clause (i) are currently pending; (vi) all deficiencies asserted or filed assessments made as a result of any examination of such Tax Returns by any taxing authority have been paid in full or are being timely and properly contested; and (vii) no 42 withholding is required under Section 1445 of the Code in connection with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxthe Merger.

Tax Matters. (a) Except as set forth on Section 4.11, paragraph 1 of Schedule 3.18: (a) the Company Disclosure Schedulehas properly prepared and filed with the appropriate United States and state governmental agencies all tax returns for the periods ended on or before September 30, 1996; (ib) there has been duly filed by or on behalf of the Company has properly prepared and each of its Subsidiaries (and each of their respective predecessors, if any), or filing extensions from filed with the appropriate federalforeign, state, foreign county and local Governmental Entities have been obtained with respect to, governmental agencies all material federal, state, foreign and local tax returns and reports required to be filed for the periods ended on or prior to before the date hereof, and at the Closing Date shall have properly prepared and filed with all such agencies all tax returns for the periods ended on or before the Closing Date; (iic) payment the Company has paid all taxes shown to be due on the tax returns referred to in full or adequate provision for clauses (a) and (b) and on all assessments received by the payment of Company to the extent that such assessments have become due, and has withheld and paid to the appropriate governmental agency when due all material taxes it is required to be paid in respect withhold from any amounts owing to any Corporate Personnel of the Company, creditor or third party; (d) with respect to periods covered by such after April 30, 1997, the Company has properly prepared and timely filed applications for extensions of the due dates for all federal and state tax returns which otherwise would have been due, and reports has been madefully paid or reserved for all taxes due for all periods up to and including the date hereof, and at the Closing Date shall have fully paid or reserved for all taxes due and payable as of the Closing Date; (iiie) a reserve which the Company's tax position has not been materially prejudiced by the Company's failure to timely file any tax return or application for extension; (f) the Company reasonably believes has not executed or filed with the IRS or any other taxing authority any agreement which is now effective, extending the period for assessment or collection of any taxes; (g) no tax liens have been asserted, or have been threatened to be adequate has been set up for the payment of all such material taxes anticipated to be payable in respect of periods through the most recent fiscal quarter end; (iv) none asserted, against any of the income tax returns required to be filed by or on behalf of the Company and each of its Subsidiaries consolidated in such returns (the "Company Consolidated Returns") or by or on behalf of OCC and each of its Subsidiaries consolidated in such returns (the "OCC Consolidated Returns") have been examined by or settled with the Internal Revenue Service ("IRS") or other Governmental Entity; (v) there are no material "deferred intercompany transactions" or "intercompany transactions" the gain or loss in which has not yet been taken into account under the Company Consolidated Returns or the OCC Consolidated Returns; (vi) there are no Liens for material taxes on the assets of the Company and each of its SubsidiariesCompany's assets, except for statutory liens for current taxes not yet due due; (h) any potential assessments of any additional taxes, or other adjustments for periods for which returns have been filed will not exceed the recorded liability therefor by more than $25,000; (i) there is no audit of the Company's tax returns currently in process by any governmental authority, and payablethere are no material unresolved questions or claims concerning the Company's tax liability; (j) the Company is not a party to any pending Litigation by any governmental authority for assessment or collection of taxes, and no claim for assessment or collection of taxes asserted against the Company is pending; (k) use of the Company's net operating loss carry forwards reflected in the footnotes to the Unaudited Financial Statements is not restricted by Section 382 of the Code other than as a result of the exchange contemplated by this Agreement; and (vii1) there have been no claims or assessments against the Company or any has not filed a consent under Section 341(f) of its Subsidiaries asserted in writing by any Governmental Entity with respect to any alleged deficiency in any tax, other than those claims or assessments that would not have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole. For the purpose of this Agreement, the term "tax" (including, with correlative meaning, the terms "taxes" and "taxable") shall include all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, value added, alternative or added minimum, ad valorem, transfer, excise and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts. The term "tax return" means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any tax including an information return, claim for refund, amended tax return or declaration of estimated taxCode.