Common use of Tax Matters Clause in Contracts

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parentthe Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent the Company or any of its Subsidiaries, and neither Parent the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, Entity in a jurisdiction where Parent the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionjurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of Parent the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither Parent the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (ai) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent an Allergan Material Adverse Effect: (iA) Parent and each all Tax Returns that are required to be filed by or with respect to Allergan or any of its Subsidiaries have prepared and been timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity ), and all such filed Tax Returns are complete true, correct and accuratecomplete; (iiB) Parent Allergan and each of its Subsidiaries have have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all by any of them, including any Taxes required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, independent contractor, creditor, customeror third party (in each case, stockholder whether or other third partynot shown on any Tax Return), except, in the case of clauses (i) and (ii), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAPGAAP on the financial statements of Allergan and its Subsidiaries; (iiiC) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of all Taxes of Parent due and payable by Allergan or any of its SubsidiariesSubsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and neither Parent nor any of its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has received written notice within the past six years of any claim been made in writing by a Governmental Entity, Tax Authority in a jurisdiction where Parent or any of Allergan or its Subsidiaries, as applicable, Subsidiaries does not file a Tax Return, Returns that Parent or such Subsidiary Person is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, by that jurisdiction; (ivE) there are no liens for Taxes on upon any property or assets of Parent Allergan or any of its Subsidiaries, except for Permitted Liens; (vF) neither Parent nor any no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or (C) has any liability for the Taxes of any Person (other than Parent Allergan or any of its Subsidiaries) under U.S. Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), ) or as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in Each of the aggregate, a Parent Material Adverse Effect: Company and its Subsidiaries (i) Parent and each of its Subsidiaries have has prepared and timely filed (taking into account any extension of time within which to file) all foreign, federal and state income and all other Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are were complete and accuratecorrect in all material respects; (ii) Parent and each of its Subsidiaries have has paid all Taxes required and other governmental assessments and charges that are material in amount, whether or not shown or determined to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including due on such Tax Returns, except those being contested in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii)good faith, with respect to matters contested in good faith or for which adequate reserves have been established set aside on the books of the Company in accordance with GAAP; (iii) as has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply, (iv) is not subject to any outstanding audit, assessment, dispute or claim concerning any material Tax liability of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice either within the past six years of any claim made Company’s Knowledge or claimed, pending or raised by a Governmental Entity, an authority in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Lienswriting; (v) neither Parent nor is not a party to, bound by or otherwise subject to any of its Subsidiaries has been a “controlled corporation” obligation under any Tax sharing or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported Tax indemnity agreement or intended to be governed by Section 355 of the Codesimilar contract or arrangement; (vi) neither Parent nor any of its Subsidiaries has not participated in any a “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-1.6011- 4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) does not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has have any liability for the Taxes of any Person (other than Parent or any arising from the application of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar analogous provision of federal, state, local or non-U.S. foreign Law), or as a transferee or successor, by contract, or otherwise; (viii) has timely withheld, collected or deposited as the case may be all material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by it, and to the extent required, have been paid to the relevant taxing authority in accordance with applicable Law; and (viiiix) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income have complied with all applicable information reporting requirements in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingall material respects.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: , except as set forth on Schedule 5.30(a). (i) Parent and each of its Subsidiaries have prepared the Company Group has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all such filed Tax Returns are complete and accurateTaxes which have become due; (ii) Parent all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate and disclose all Taxes required to be paid under applicable Law in connection with such Tax Returns; (iii) there is no Action, pending or proposed in writing or, to the appropriate Governmental Entity knowledge of the Company Group, threatened, with respect to Taxes of the Company Group for which a Lien may be imposed upon any of the Company Group’s assets; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of the Company Group for which a Lien may be imposed on any of the Company Group’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (v) to the knowledge of the Company Group, the Company Group has complied with all applicable Laws relating to the reporting, payment, collection and have withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company Group; (vi) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company Group; (vii) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or request for a closing agreement with any Taxing Authority (within the meaning of them (including in connection with amounts paid Section 7121 of the Code or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in analogous provision of the case of clauses (i) and (iiapplicable Law), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Company Group; (iiiviii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries no claim has received written notice within the past six years of any claim been made by a Governmental Entity, Taxing Authority in a jurisdiction where Parent the Company Group has not paid any tax or any of its Subsidiariesfiled Tax Returns, as applicable, does not file a Tax Return, asserting that Parent or such Subsidiary the Company Group is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that in such jurisdiction; (ivix) there are is no liens for Taxes outstanding power of attorney from the Company Group authorizing anyone (other than employees of the Company Group) to act on behalf of the Company Group in connection with any property Tax, Tax Return or Action relating to any Tax or Tax Return of Parent or any of its Subsidiaries, except for Permitted Liensthe Company Group; (vx) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) Company Group is not a party to or is bound by any Tax sharingsharing or Tax allocation Contract, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement any contract the principal subject of which is not Taxes; and (1xi) exclusively between or among Parent and/or its Subsidiaries or (2) the Company Group is not primarily related to Taxes currently and entered into has never been included in the Ordinary Course of Business), (B) has been a member of an affiliated, any consolidated, combined or unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) Tax Return of the Code, in each case, made prior to the ClosingCompany.

Tax Matters. (a) Except as would not be reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: , (i) Parent and each of its Subsidiaries have prepared the Company has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with respect to it, and has paid all Taxes which have become due and payable by the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateCompany; (ii) Parent all such Tax Returns are true, correct and each of its Subsidiaries have paid complete in all material respects and disclose all Taxes required to be paid under applicable Law by the Company; (iii) except as set forth on Schedule 5.20(a) of the Company Disclosure Schedules, no such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Proceeding, pending or proposed in writing with respect to Taxes of the Company for which a Lien may be imposed upon any of the Company’s assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) to the appropriate Governmental Entity knowledge of the Company, the Company has complied with all applicable Laws relating to the reporting, payment, collection and have withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company; (vii) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company; (viii) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the meaning of them (including in connection with amounts paid Section 7121 of the Code or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in analogous provision of the case of clauses (i) and (iiapplicable Law), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Company; (iiiix) except as set forth on Schedule 5.20(a)(ix) of the date of this AgreementCompany Disclosure Schedules, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six last three (3) years of any no claim has been made by a Governmental Entity, Taxing Authority in a jurisdiction where Parent the Company has not paid any tax or any of its Subsidiariesfiled Tax Returns, as applicable, does not file a Tax Return, asserting that Parent or such Subsidiary the Company is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that in such jurisdiction; (ivx) there are no liens for Taxes except as set forth on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (vSchedule 5.20(a)(x) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries Company Disclosure Schedules, the Company is not, and has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is never been, a party to or is bound by any Tax sharingsharing or Tax allocation Contract, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement any customary commercial contract the principal subject of which is not Taxes; and (1xi) exclusively between or among Parent and/or its Subsidiaries or (2) except for the consolidated group of which Scilex is the parent, the Company is not primarily related to Taxes currently and entered into has never been included in the Ordinary Course of Business), (B) has been a member of an affiliated, any consolidated, combined or unitary or combined group filing a consolidated federal income Tax Return (other than a group Tax Return that includes only the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingCompany.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all All material Tax Returns required to be filed by any of them the Company and its subsidiaries have been timely filed (except those under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; valid extension), (ii) Parent all material Taxes of the Company and each of its Subsidiaries subsidiaries have been paid all Taxes required to be paid under applicable Law or adequately provided for on the most recent financial statements included in the Company SEC Reports filed prior to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employeedate hereof, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of neither the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent Company nor any of its Subsidiaries subsidiaries has received written notice within the past six years of any claim made by a from any Governmental EntityEntity with respect to any material Taxes, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for any material Taxes on (other than Taxes not yet due and payable) upon any property of Parent the assets of the Company or any of its Subsidiariessubsidiaries, except for Permitted Liens; (v) the Company and each of its subsidiaries has withheld and paid over to the relevant Governmental Entity all material Taxes required to have been withheld and paid in connection with payments to employees, independent contractors, creditors, shareholders or other third parties, (vi) neither Parent the Company nor any of its Subsidiaries subsidiaries has been waived any statute of limitations in respect of any material Taxes or agreed to any extension of time with respect to a “controlled corporation” material Tax assessment or a “distributing corporation” in deficiency, (vii) no foreign, federal, state, or local Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 material Taxes of the Code; Company or any of its subsidiaries, (viviii) neither Parent the Company nor any of its Subsidiaries subsidiaries has participated in taken any “listed transaction” action or knows of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Treasury Regulations Section 1.6011-4(b)(2); 368(a) of the Code, (viiix) neither Parent the Company nor any of its Subsidiaries subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is was the Company or was Parent or any one of its Subsidiariessubsidiaries), (B) is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than (i) any Tax sharing or allocation agreement between the Company and its subsidiaries, (ii) customary provisions contained in credit or other commercial lending arrangements, employment agreements, or arrangements with lessors, customers and vendors, and (iii) the tax receivable agreements among (x) the Company, the Operating Partnership and Sprint Ventures, Inc. and (y) the Company and Corvina Holdings Limited, each entered into as of October 16, 2007 or (C) has any liability for the any material Taxes of any Person person (other than Parent the Company or any of its Subsidiariessubsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. foreign Law), as a transferee or successor; and , by contract or otherwise, (viiix) neither Parent the Company nor any of its Subsidiaries subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) any closing agreement, installment sale, change in method of accounting made in a taxable period ending on or open transaction dispositionbefore the Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any accounting method change corresponding or agreement with any Governmental Entitysimilar provision of state, local or foreign income Tax law) executed on or before the Closing Date or (C) prepaid amount received on or before the Closing Date, and (xi) neither the Company nor any election pursuant to of its subsidiaries has engaged in any “listed transaction” as defined in Treasury Regulation Section 965(h) of the Code, in each case, made prior to the Closing1.6011-4(b).

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in set forth on Section 4.11(a) of the aggregate, a Parent Material Adverse EffectCompany Disclosure Letter: (i) Parent and each of the Company and its Subsidiaries have prepared and has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file) ), all Federal income and other material Tax Returns (as hereinafter defined) required to be filed by any of them under applicable Law with the appropriate Governmental Entity it, and all such filed Tax Returns are true, correct and complete and accuratein all material respects; (ii) Parent the Company and each of its Subsidiaries have paid all material amounts of Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthem; (iii) as no material deficiency with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries, which Taxes have not been fully paid or adequately reserved in accordance with GAAP in the Company SEC Documents; (iv) there are no Liens for Taxes on any of the date assets of this Agreementthe Company or any of its Subsidiaries other than Permitted Liens; (v) no audit, there are not pending orinvestigation, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations examination or other administrative or court proceedings in are pending with any Governmental Authority with respect to material amounts of Taxes of Parent the Company or any of its Subsidiaries, and no written notice thereof has been received; (vi) neither Parent the Company nor any of its Subsidiaries or any predecessor has waived any statute of limitations with respect to material Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, or has made any written request (that is currently outstanding) for any such extension or waiver; (vii) neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in entered into any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. foreign Law); (viii) the Company and each of its Subsidiaries have withheld and paid all material Taxes required to be withheld and paid in connection with amounts paid and owing to any employee, as a transferee independent contractor, creditor, stockholder or successorother third party (whether domestic or foreign); and (viiiix) neither Parent nor in the last six years, none of the Company or any of its Subsidiaries will be has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries was required to include file any item of income in, or to exclude any item of deduction from, taxable income in any taxable period Tax Return (or portion thereofdefined below) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingthat was not filed.

Tax Matters. The Company and each of its subsidiaries has filed when due (taking account of extensions) all Tax Returns (as defined below) relating to Federal income taxes, and all other material Tax Returns, which it has been required to file and has paid all Taxes shown on those returns to be due. Those Tax Returns are true, correct and complete in all material respects and accurately reflect the income, gains, losses, deductions, credits and Taxes required to have been reported or paid, except to the extent of items which may be disputed by applicable taxing authorities but for which there is substantial authority to support the position taken by the Company or the subsidiary and which have been adequately reserved against in accordance with GAAP on the balance sheet at March 31, 2003 included in the March 10-Q. The Company has maintained all documents, books and records as are required to be maintained by it and its subsidiaries under applicable Tax laws. Except as shown in Section 3.10 of the Company Disclosure Letter, (a) Except no waiver or consent regarding the application of the statute of limitations or extension of time given by the Company or any of its subsidiaries for completion of the audit of any of its Federal income Tax Returns or other material Tax Returns is in effect, (b) no tax lien has been filed by any taxing authority against the Company or any of its subsidiaries or any of their assets relating to Taxes, penalties and interest in excess of $100,000 in any instance, or $1,000,000 in aggregate, (c) no Federal income Tax Return, or material state, local or foreign Tax Return, of the Company or any subsidiary, is the subject of a pending audit or other administrative proceeding or court proceeding, (d) except as would shown in Section 3.10 of the Company Disclosure Letter, neither the Company nor any subsidiary is a party to any agreement providing for the allocation or sharing of Taxes (other than agreements solely between the Company and its direct or indirect wholly owned subsidiaries or among direct or indirect wholly owned subsidiaries of the Company), (e) neither the Company nor any subsidiary has participated in or cooperated with an international boycott as that term is used in Section 999 of the Code, (f) the liabilities and reserves for Taxes reflected in the consolidated balance sheet at March 31, 2003 included in the March 10-Q cover all Taxes for all periods ended at or prior to the date of such balance sheet and have been determined in accordance with GAAP and there is no material liability for Taxes for any period beginning after the date of such balance sheet other than Taxes arising in the ordinary course of business, including Tax liabilities assumed or incurred in the purchase of real estate in the ordinary course of business which are not reasonably be expected to have, individually or material in the aggregate, (g) no event, transaction, act or omission has occurred which could result in the Company’s becoming liable to pay or to bear any Tax as a Parent Material Adverse Effect: transferee, successor or otherwise which is primarily or directly chargeable or attributable to any other person, firm or company, and the Company has no actual or contingent liability (whether by reason of any indemnity, warranty or otherwise) to any other person in respect of any actual, contingent or deferred liability of such person for Taxes, (h) the Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the Company, and the Internal Revenue Service (the “IRS”) has not proposed any such adjustment or change in accounting method, (i) Parent the Company and each of its Subsidiaries subsidiaries which have prepared and timely filed been treated as partnerships or disregarded entities for federal or state Tax purposes have been properly so classified for each taxable year beginning in or after 1985, (taking into account any extension j) the Company has satisfied the requirements of time within which to fileSection 7704(c) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and Code for each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employeeyear beginning after December 31, independent contractor1987, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iiik) as the Company has not made an election under Section 7704(g)(2) of the date Code. For the purposes of this Agreement, there are the term “Taxes” means all taxes (including, but not pending orlimited to, to withholding taxes), assessments, fees, levies and other governmental charges, and any related interest or penalties. For the Knowledge purposes of Parentthis Agreement, threatened in writingthe term “Tax Return” means any report, any audits, examinations, investigations return or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the twotax-year period ending on the date of this Agreement that was purported or intended related information required to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is supplied to a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, taxing authority or to exclude any item of deduction from, taxable income Unitholders or their assignees in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement connection with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingTaxes.

Tax Matters. (a) Except as would not, or would not reasonably be expected to haveto, individually or in the aggregate, have a Parent Material Adverse Effect: , (i) Parent 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 any of them or with respect to the Company and its Subsidiaries have been timely filed (except those under applicable Law with the appropriate Governmental Entity valid extension), and all such filed Tax Returns are true, correct and complete and accurate; in all material respects, (ii) Parent all Taxes of the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts been paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, have been adequately provided for on the most recent financial statements included in the case of clauses (i) and (ii)SEC Reports, with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of neither the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent Proceeding against or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation byaudit of, or have an obligation with respect to, any Taxes of the Company or its Subsidiaries that has not been finally resolved, and, to file an income Tax Return inthe Company’s Knowledge, that jurisdiction; no audit, examination or other Proceeding in respect of Taxes involving the Company or its Subsidiaries is being considered by any taxing authority, (iv) there are no liens for Taxes on any property of Parent or (other than statutory liens for Taxes not yet due and payable) upon any of the assets of the Company or its Subsidiaries, except for Permitted Liens; (v) neither Parent the Company nor any of its Subsidiaries has been a “controlled distributing corporation” or a “distributing controlled corporation” in any a distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by qualify under Section 355 355(a) of the Code within the past two years or otherwise as part of a “plan (or series of related transactions)” (within the meaning of Section 355(e) of the Code; ) of which the Merger is also a part, (vi) neither Parent the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or the Company and its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of BusinessSubsidiaries), (Bvii) neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated, consolidated, unitary or combined a group filing a consolidated federal income consolidated, combined or unitary Tax Return (other than a group consisting solely of the common parent of which is or was Parent or any of Company and its Subsidiaries), ) or (CB) has any liability for the Taxes of any Person (other than Parent or any a group of its Subsidiarieswhich the Company was the common parent) under Treasury Regulations Section regulation section 1.1502-6 (or any similar provision of federalstate, local or foreign Law) (viii) any withholding Taxes required to be withheld and paid by the Company or any of its Subsidiaries (including withholding of Taxes pursuant to Sections 1441, 1442, 3121 and 3042 of the Code and similar provisions under any Federal, state, local or non-U.S. Law), foreign tax laws) have been timely withheld and paid over to the proper governmental authorities as a transferee or successor; required under applicable laws and (viiiix) neither Parent the Company nor any of its Subsidiaries will be required has been a party to include any item a transaction that, as of income inthe date of this Agreement, or to exclude any item constitutes a “reportable transaction” for purposes of deduction from, taxable income in any taxable period Section 6011 of the Code and applicable Treasury regulations thereunder (or portion thereof) ending after the Closing Date as a result similar provision of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingstate Law).

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: , (i) Parent other than with respect to matters contested in good faith or for which adequate reserves have been established (A) 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , and (iiB) Parent the Company and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employeethem, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith ) all deficiencies asserted or for which adequate reserves assessed by a taxing authority against the Company or any of its Subsidiaries have been established paid in accordance with GAAP; full or are adequately reserved, (iii) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of Parentthe Company, threatened in writing, writing any audits, examinations, investigations or other proceedings in respect of income or franchise Taxes and there are no currently effective waivers (or requests for waivers) of Parent or the time to assess any of its SubsidiariesTaxes, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens Liens for income or franchise Taxes on any property of Parent the assets of the Company or any of its Subsidiaries, except for Subsidiaries other than Company Permitted Liens; , and (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (with persons other than such an agreement or arrangement (1) exclusively between or among Parent and/or its wholly owned Subsidiaries of the Company or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person other person (other than Parent or any of the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, by contract or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingotherwise.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have has prepared (or caused to be prepared) and timely filed (taking into account any extension valid extensions of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns (taking into account all amendments thereto) are true complete and accurateaccurate in all material respects; (ii) Parent the Company and each of its Subsidiaries have timely paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld that are owed by it (whether or not shown on any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third partyTax Returns), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parentthe Company, threatened in writingthreatened, any audits, examinations, investigations or other proceedings in respect of any Taxes of Parent the Company or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens Liens for Taxes on any property of Parent the assets of the Company or any of its Subsidiaries, except for subsidiaries other than Permitted Liens; (v) neither Parent nor none of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the CodeCode (or any similar provision of state, local or foreign Law); (vi) all amounts of Tax required to be withheld by the Company and each of its Subsidiaries have been timely withheld and paid over to the appropriate Governmental Authority; (vii) no deficiency for any Tax has been asserted or assessed by any Governmental Authority 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 which have been satisfied by payment in full, settled or been withdrawn or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (viii) neither Parent the Company nor any of its Subsidiaries has participated waived any statute of limitations in respect of Taxes or agreed to any “listed transaction” within extension of time with respect to an assessment or deficiency for Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the meaning of Treasury Regulations Section 1.6011-4(b)(2ordinary course); (viiix) no written requests for waivers of the time to assess any Taxes of the Company or its Subsidiaries are pending; (x) neither Parent the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), the Company) or (CB) has any liability for the Taxes of any Person person (other than Parent the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. 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); and (viiixi) neither Parent the Company nor any of its subsidiaries has engaged in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2); (xii) the Company is not, and has not been at any time within the last five years, a “United States real property holding corporation” within the meaning of Section 897 of the Code; (xiii) neither the Company nor any of its Subsidiaries will be required owns any property of a character, the indirect transfer of which, pursuant to include this Agreement, would give rise to documentary, stamp or other transfer Tax; and (xiv) neither the Company nor any item of income inits Subsidiaries has made any payments, or has been or is a party to exclude any item agreement, contract, arrangement or plan that could result in it making payments, that have resulted or would result, separately or in the aggregate, in the payment of deduction from, taxable income any “parachute payment” within the meaning of Code section 280G or in any taxable period the imposition of an excise Tax under Code section 4999 (or portion thereofany corresponding provisions of state, local or foreign Tax law) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change that were or agreement with any Governmental Entity, would not be deductible under Code sections 162 or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing404.

Tax Matters. (a) Except Xxxxxxxx is hereby designated, and agrees to act, at the direction of the Board, as would not reasonably be expected to havethe “tax matters partner” (as defined in Section 6231 of the Code) (the “Tax Matters Partner”) for the Company. In carrying out its duties as Tax Matters Partner, individually or in the aggregate, a Parent Material Adverse EffectXxxxxxxx agrees: (i) Parent to not take any material action in its capacity as Tax Matters Partner on behalf of the Company without prior Unanimous Member Approval; and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent to deliver to GE in a timely manner, but no later than seven (7) Business Days following receipt of any material notices, documents or correspondence, copies of any and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law material notices, material documents or other material correspondence addressed to the appropriate Governmental Entity and have withheld Company that Xxxxxxxx receives in its capacity as Tax Matters Partner, or to the Tax Matters Partner on the Company’s behalf, from any taxing jurisdiction. Notwithstanding the foregoing, the extension of any statute of limitations, the making of any material tax election or the filing or settlement of any material action or material suit shall require the prior written consent of all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this AgreementMembers. In its capacity as Tax Matters Partner, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries Xxxxxxxx shall (A) is a party have only the duties applicable to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into tax matters partners specified in the Ordinary Course of Business)Code, (B) has been a member of an affiliated, consolidated, unitary not be held liable for Liabilities for any actions or combined group filing a consolidated federal income Tax Return (omissions other than a group the common parent of which is or was Parent or any for Liabilities arising out of its Subsidiaries)actions or omissions that constitute fraud or willful disregard of the provisions of the Code applicable to tax matters partners, or and (C) be indemnified and held harmless by the Company for any Liabilities reasonably incurred by it in [***] Confidential treatment has any liability been requested for the Taxes bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. connection with its actions, omissions, and status as Tax Matters Partner so long as such Liability is not attributable to its fraud or willful disregard of any Person (other than Parent or any the provisions of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), the Code applicable to tax matters partners. The reasonable costs and expenses incurred by Xxxxxxxx as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will Tax Matters Partner shall be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after borne by the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingCompany.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared filed all federal, and timely filed (taking into account any extension of time within which to file) all material state, local and foreign Tax Returns required to be have been filed by any of them under applicable Law with the or appropriate Governmental Entity extensions therefor have been properly obtained, and all such filed Tax Returns are correct and complete and accuratein all material respects; (ii) Parent all material Taxes shown to be due on such Tax Returns have been timely paid or extensions for payment have been properly obtained; (iii) the Company and each of its Subsidiaries have paid complied in all Taxes required to be paid under applicable Law material respects with all rules and regulations relating to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any withholding of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionTaxes; (iv) there are no liens any federal income Tax Returns referred to in clause (i) have been examined by the IRS or the period for assessment of the Taxes on any property in respect of Parent or any of its Subsidiaries, except for Permitted Lienswhich 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 Parent the Company nor any of its Subsidiaries has been a “distributing or controlled corporation” or corporation in a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or transaction intended to be governed by qualify for tax-free treatment under Section 355 of the Code; (viviii) no withholding is required under Section 1445 of the Code in connection with the Merger; (ix) during the last five years, neither Parent the Company nor any of its Subsidiaries has participated in been a party to any so-called “listed transaction” within identified by the meaning of Treasury Regulations Section 1.6011-4(b)(2)IRS; (viix) neither Parent nor the Company has not waived any statute of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to limitations in respect of Taxes and entered into in (xi) there are no liens for Taxes upon the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) assets of the Code, in each case, made prior to the ClosingCompany except Permitted Encumbrances.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared subsidiaries, and any ----------- consolidated, combined or unitary group for tax purposes of which the Company or any of its subsidiaries is or has been a member, has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any it in the manner provided by law except where the failure to file would not be reasonably likely to have a material adverse effect on the financial condition, properties, business or results of them under applicable Law with operations of the appropriate Governmental Entity Company and all its subsidiaries taken as a whole. All such filed Tax Returns are true, correct and complete and accurate; (ii) Parent in all material respects. The Company and each of its Subsidiaries subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity (including interest and have withheld all Taxes penalties) due or required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, independent contractorcreditor or third party or have provided adequate reserves in their financial statements for any Taxes that have not been paid, creditor, customer, stockholder whether or other third party), except, not shown as being due on any returns. Except as has been disclosed to Purchaser in the case of clauses Schedule 6.1(n) to this Agreement: (i) and no material claim for unpaid Taxes has become a lien or encumbrance of any kind against the property of the Company or any of its subsidiaries or is being asserted against the Company or any of its subsidiaries; (ii)) no audit, with examination, investigation or other proceeding in respect to matters contested in good faith of Taxes is pending, threatened or for which adequate reserves have been established in accordance with GAAPbeing conducted by a Tax Authority; (iii) as no extension or waiver of the date statute of this Agreement, there are not pending or, to limitations on the Knowledge assessment of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent has been granted by the Company or any of its Subsidiaries, subsidiaries and is currently in effect; (iv) neither Parent the Company nor any of its Subsidiaries subsidiaries is a party to, is bound by, or has received written notice within any obligation under, or potential liability with regards to, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement; (v) no power of attorney has been granted by or with respect to the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject subsidiaries with respect to income taxation by, or have an obligation any matter relating to file an income Tax Return in, that jurisdictionTaxes; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (vvi) neither Parent the Company nor any of its Subsidiaries has been subsidiaries is a “controlled corporation” party to any agreement, plan, contract or a “distributing corporation” arrangement that would result, separately or in the aggregate, in the payment of any distribution occurring during "excess parachute payments" within the two-year period ending on the date meaning of this Agreement that was purported or intended to be governed by Section 355 280G of the Code; (vivii) neither Parent the Company nor any of its Subsidiaries subsidiaries has participated in any “listed transaction” deferred intercompany gain or loss arising as a result of a deferred intercompany transaction within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 13 (or any similar provision of federal, under state, local or nonforeign law) or any excess loss accounts within the meaning of Treasury Regulation Section 1.1502-U.S. Law), as a transferee or successor19; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income the Company is not and has not been a United States real property holding corporation (as defined in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(ii) of the Code. As used herein, in each case"Taxes" ----- shall mean any taxes of any kind, made prior including but not limited to the Closingthose on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report ---------- or statement required to be filed with any governmental authority with respect to Taxes.

Tax Matters. (a) Except With respect to the Company, except as would not reasonably be expected to haveset forth in ----------- Schedule 4.1(q), individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent all reports, returns, statements (including, without limitation, estimated reports, returns, or statements), and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns other similar filings required to be filed on or before the Closing Date by the Company (or the common parent of the affiliated, consolidated, combined and/or unitary group of which the Company is a member) (the "Tax Returns") with respect to any of them under applicable Law Taxes have been or will be timely filed with the appropriate Governmental Entity and governmental agencies in all jurisdictions in which such filed Tax Returns are complete and accuraterequired to be filed; (ii) Parent the Tax Returns are or will be true and each of its Subsidiaries have paid correct in all material respects, and all Taxes required to be paid under applicable Law reported on such returns, and all other material Taxes of the Company that are due on or prior to the appropriate Governmental Entity and have withheld all Closing Date (except those Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested that are being disputed in good faith or and for which adequate reserves provision has been made in the Company's Financial Statements to the extent required by GAAP), have been established in accordance with GAAPor will be paid; (iii) as the Company (or the common parent of the date affiliated, consolidated, combined and/or unitary group of this Agreement, there are which the Company is a member) has not pending or, to extended or waived the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years application of any claim made by a Governmental Entity, in a statute of limitations of any jurisdiction where Parent regarding the assessment or collection of any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionTax; (iv) there are no liens for Taxes on audits, claims, proposed or final deficiency notices, assessments, levies, administrative proceedings, or lawsuits pending or, to the knowledge of Seller, threatened against the Company by any property of Parent or any of its Subsidiaries, except for Permitted Lienstaxing authority; (v) neither Parent nor there are no liens for Taxes upon any of its Subsidiaries the Assets except liens for Taxes not yet delinquent; (vi) the Company does not have any liability for the Taxes of any Person other than the Company under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign tax law); (vii) no agreements relating to the allocation or sharing of, or liability or indemnification for, Taxes exist among the Company and any other Person; (viii) all Taxes required by law to be withheld or collected by the Company (including, but not limited to, Taxes required to be withheld with respect to amounts paid or owing to any officer, employee, creditor, stockholder, independent contractor or other person) have been timely withheld or collected and, to the extent required by Law, have been timely paid, remitted or deposited to or with the relevant taxing authority in all material respects; (ix) no closing agreement or agreement pursuant to Section 7121 of the Code or any similar provision of any state, local or foreign law has been a “controlled corporation” entered into by or a “distributing corporation” with respect to the Company, and the Company has not agreed to make any adjustment pursuant to Section 481(a) of the Code (or any predecessor provision) by reason of any change in any distribution occurring during accounting method of the two-year period ending on Company, which requires the date Company to include any item of this Agreement income in, or exclude any item of deduction from, any Tax Return; (x) the Company has not filed a consent under Section 341(f) of the Code concerning collapsible corporations; (xi) the Company has not made any material payments nor is it obligated to make material payments, nor is it a party to any agreement that was purported or intended under certain circumstances could obligate it to make any material payments that will not be governed by deductible under Section 355 280G of the Code; (vixii) neither Parent nor except for Taxes resulting from any Section 338(h)(10) Election, the unpaid income Taxes of its Subsidiaries has participated the Company do not as of the Most Recent Financial Statements for the Company, exceed the reserve for Tax liability (rather than any reserve for deferred taxes established to reflect timing differences between book and tax income) set forth on the face of the Most Recent Financial Statements for the Company (rather than in any “listed transaction” within notes thereto) and will not exceed that reserve as adjusted for operations and transactions through the meaning Closing Date in accordance with past custom and practice in the filing of Treasury Regulations Section 1.6011-4(b)(2)the Company's Tax returns; (viixiii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) the Company has not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group of corporations filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successorSeller; and (viiixiv) neither Parent nor all material income Taxes owed by any of its Subsidiaries affiliated group with which Company has filed a consolidated return have been or will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any paid for each taxable period (or portion thereof) ending after the Closing Date as during which Company was a result member of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingsuch group.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared and has (i) timely filed (taking into account any extension of time within which to file) all material Tax Returns that are or were required to be filed by any of them under applicable Law with the appropriate Governmental Entity filed, and all such filed Tax Returns are true, correct and complete and accurate; in all material respects, (ii) Parent and each of its Subsidiaries have paid all material Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required by it, whether or not shown or determined to be withheld by due on such Tax Returns, other than any of them such amounts (including in connection with amounts paid x) currently payable without penalty or owing to any employeeinterest, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (iy) and (ii), with respect to matters being contested in good faith or by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iii) timely withheld, collected or deposited as the case may be all material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by it, and to the extent required, have been paid to the relevant taxing authority in accordance with applicable Law; and (iv) complied with all applicable information reporting requirements in all material respects. Neither the Company nor any Subsidiary (i) is subject to any outstanding audit, assessment, dispute or claim concerning any material Tax liability of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company or any of its SubsidiariesSubsidiaries either within the Company’s Knowledge or claimed, pending or raised by a taxing authority in writing; (ii) is a party to, bound by or otherwise subject to any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement (other than agreements, similar contracts or arrangements (A) to which only the Company and neither Parent nor any of its Subsidiaries has received written notice within are parties or (B) entered into in the past six years ordinary course of any claim made by a Governmental Entity, in a jurisdiction where Parent or any business the primary subject of its Subsidiaries, as applicable, does which is not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionTaxes); (iviii) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any a “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-1.6011- 4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (Civ) has any liability for the Taxes of any Person (other than Parent or the members of any consolidated group of its Subsidiarieswhich the Company is parent) under arising from the application of Treasury Regulations Regulation Section 1.1502-6 (or any similar analogous provision of federal, state, local or non-U.S. foreign Law), or as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, by contract, or otherwise. No claim has been made by a tax authority in a jurisdiction where the Company or any Subsidiary does not pay Taxes or file Tax Returns asserting that the Company or any Subsidiary is or may be subject to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingTaxes assessed by such jurisdiction.

Tax Matters. (a) Except as in each case where noncompliance would not reasonably be expected to havehave a material adverse effect on Avicena, individually or in the aggregate, a Parent Material Adverse Effect: Avicena (i) Parent has timely and each properly filed or caused to be filed all tax returns which it is required to file by any jurisdiction to which it is or has been subject, and all such tax returns are true, correct and complete, (ii) has timely paid or caused to be paid in full all taxes which are or have become due and payable to all taxing authorities with respect to such returns and period, (iii) has made or caused to be made all withholdings of its Subsidiaries taxes required to be made by it, and such withholdings have prepared either been paid to the appropriate governmental agency or set aside in appropriate accounts for such purpose, and (iv) has otherwise satisfied, in all material respects, all applicable laws and agreements with respect to the filing of tax returns and the payment of taxes. Avicena will timely and properly file or cause to be filed (taking into account all material tax returns which it is or will be required to file on or before the Closing Date, all such tax returns will be true and correct and complete in all respects, and will pay or cause to be paid in full when due all taxes, if any, which become due and payable pursuant to such returns or assessments received by it on or before the Closing Date. All liabilities in respect of Avicena’s tax returns have been finally determined for all taxable years up to and including the taxable year ending December 31, 2003. There are no unassessed tax deficiencies or adjustments to taxable income proposed or threatened against Avicena, nor are there any agreements, waivers, or other arrangements providing for extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith the assessment or collection of any tax against Avicena, nor are there any agreements, waivers, or other arrangements providing for which adequate reserves have been established in accordance extension of time with GAAP; (iii) as of the date of this Agreement, there are not pending or, respect to the Knowledge assessment or collection of Parentany tax against Avicena or any actions, threatened in writingsuits, any audits, examinationsproceedings, investigations or other proceedings in claims now pending against Avicena with respect of Taxes of Parent to any tax, or any of its Subsidiaries, and neither Parent nor matter under discussion with any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor foreign authority relating to any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingtaxes.

Tax Matters. Except as disclosed on Schedule 4.12, (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of the business of the Company and its Subsidiaries on or prior to the Closing Date have been or will be filed when due in timely fashion and were or will be correct and complete in all material respects; (b) all Taxes shown on such Returns that are due on or prior to the Closing Date have been or will be paid when due in timely fashion or adequate accruals have been or will be established for the payment of Parent such Taxes; (c) to the knowledge of the Company, there is no action, suit, proceeding, investigation, audit or claim now pending regarding any Taxes relating to the income, properties or operations of the businesses of the Company and its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (ivd) there are no liens agreements for the extension of the time for assessment of any Taxes on any property relating to the income, properties or operations of Parent the businesses of the Company and its Subsidiaries; (e) all Taxes relating to the income, properties or any operations of the business of the Company and its Subsidiaries, except for Permitted Lienswhich Taxes the Company or any Subsidiary is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper authorities to the extent due and payable; and (vf) there are no Tax sharing or allocation agreements involving the Company or any Subsidiary and any other entity other than the tax sharing agreement among the Company and certain of its subsidiaries dated September 24, 1993. Except as disclosed on Schedule 4.12, neither Parent the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) Subsidiary has been a member of an affiliated, consolidated, unitary or combined group filing any Company Group other than the Company Group of which the Company is now a consolidated federal income Tax Return member (other than a group the common parent Company Groups of which is or was Parent or any it may have been a member prior to it becoming a member of its Subsidiariesa Company Group which includes the Company), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as . As a result of (A) the transactions contemplated by this Agreement, none of the Company nor any closing agreementSubsidiary will be obligated to make a payment to an individual that would be a "parachute payment" to a "disqualified individual" as those terms are defined in Section 280G of the Code, installment sale, without regard to whether such payment is reasonable compensation for personal services performed or open transaction disposition, (B) to be performed in the future. Neither the Company nor any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Subsidiary has filed a consent under Section 965(h341(f) of the Code, in each case, made prior to the Closingconcerning collapsible corporations.

Tax Matters. Except to the extent that the inaccuracy of any of the following (a) Except as would not reasonably be expected or the circumstances giving rise to havesuch inaccuracy), individually or in the aggregate, would not have a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared subsidiaries, and any consolidated, combined, unitary or aggregate group for tax purposes of which the Company or any of its subsidiaries is or has been a member, has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by it in the manner provided by law, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements according to generally accepted accounting principles for any of them under applicable Law with the appropriate Governmental Entity and all such filed Taxes that have not been paid, whether or not shown as being due on any Tax Returns are complete and accurateReturns; (ii) Parent and each no material claim for unpaid Taxes has become a lien or encumbrance of its Subsidiaries have paid all Taxes required to be paid under applicable Law to any kind against the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as property of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company or any of its Subsidiaries, subsidiaries or is being asserted against the Company or any of its subsidiaries except for statutory liens for Taxes not yet due; no audit of any Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority; and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or any of its subsidiaries and is currently in effect; and (iii) neither Parent the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) subsidiaries is a party to or is otherwise bound by (or has any assets bound by) any Tax sharingindemnity, Tax sharing or Tax allocation or indemnification agreement or arrangement except for the tax sharing arrangement with Xxxxxxxx'x Nursery, Inc. (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes a true and entered into in the Ordinary Course complete copy of Business), (B) which has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group provided to Purchaser). Neither the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent Company nor any of its Subsidiaries will be required to include any item subsidiaries has undergone an "ownership change" within the meaning of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) 382 of the Code. As used herein, in each case"Taxes" shall mean any taxes of any kind, made prior including but not limited to the Closingthose on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Matters. (a) Except as would not reasonably be expected to haveThe Partnership has from the date of its formation qualified as, individually or in and on the aggregateClosing date shall qualify as, a Parent Material Adverse Effect: partnership for federal and state income tax purposes in accordance with subchapter K of the Internal Revenue Code of 1986 as amended (ithe "CODE") Parent and each of its Subsidiaries have prepared corresponding state statutes and timely any regulations and rules promulgated thereunder. The Company has filed all federal, state, local and franchise tax reports and returns, and all other material reports, returns and other documents (taking into account any extension of time within which to filecollectively, the "TAX RETURNS") all Tax Returns required to be filed by with any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or nonother taxing authorities (each a "TAXING AUTHORITY", collectively, the "TAXING AUTHORITIES") in respect of all relevant taxes, including without limitation income, premium, gross receipts, net proceeds, alternative or add-U.S. Lawon minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), as stamp, leasing, lease, user, excise, duty, franchise, transfer, license, withholding, payroll, employment, fuel, excess profits, occupational and interest equalization, windfall profits, severance, and other charges (including interest and penalties) (collectively, the "TAXES") and in accordance with all tax sharing agreements to which any Seller or the Company may be a transferee party. All Taxes required or successor; anticipated to be paid by the Company for all periods prior to and (viii) neither Parent nor any of its Subsidiaries will be required including March 31, 1998 have been paid or accrued or otherwise provided for by the Company and all such Company Taxes for periods prior to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after and including the Closing Date shall be paid or accrued or otherwise provided for (to the extent required to be accrued or provided for in accordance with the Company's prior practice and in the ordinary course of business) by the Company prior to Closing, including any of the Company's Taxes that may be due or claimed to be due as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) the consummation of the Codetransactions contemplated by this Agreement. All Taxes which are required to be withheld or collected by the Company have been duly withheld or collected and, in each case, made prior to the Closingextent required, have been paid to the proper Taxing Authority or properly segregated or deposited as required by applicable laws. There are no Liens for Taxes upon any property or assets of the Company except for liens for Taxes not yet due and payable.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or set forth in Section 3.8(a) of the aggregate, a Parent Material Adverse EffectSeller Disclosure Schedule: (i) Parent Utility, Development and Xxxxxxxx, and each of its Subsidiaries have prepared and Company Subsidiary, has timely filed (taking into account any extension of time within which to fileor has had filed on its behalf) with appropriate taxing authorities all Tax Returns (as defined in Section 3.8(c)) required to be filed by any of them under applicable Law with it on or prior to the appropriate Governmental Entity date hereof, and all such filed Tax Returns are correct, complete and accurateaccurate in all material respects; (ii) Parent all Taxes (as defined in Section 3.8(c)) of Utility, Development and Xxxxxxxx, and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employeeCompany Subsidiary, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPtimely paid; (iii) as of the date of this Agreementall Tax withholding and deposit requirements imposed on or with respect to Utility, there are not pending orDevelopment and Xxxxxxxx, and each Company Subsidiary (including any withholding with respect to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations wages or other proceedings amounts paid to employees) have been satisfied in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, full in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionall material respects; (iv) there are no liens for Taxes on upon any property or assets of Parent Utility, Development or Xxxxxxxx, or any of its SubsidiariesCompany Subsidiary, except for Permitted Liensliens for Taxes not yet due and payable; and for which adequate reserves to pay such Taxes have been set aside by Utility, Development or Xxxxxxxx, or any Company Subsidiary, as the case may be; (v) neither Parent nor there are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any of its Subsidiaries has been a “controlled corporation” Taxes or a “distributing corporation” in deficiencies against Utility, Development or Xxxxxxxx, or any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; Company Subsidiary, (vi) neither Parent Utility, Development nor Xxxxxxxx, nor any Company Subsidiary, has made the election under Section 341(f) of its Subsidiaries has participated in any “listed transaction” within the meaning Internal Revenue Code of Treasury Regulations Section 1.6011-4(b)(21986, as amended (the "Code"); and (vii) neither Parent Utility, Development nor Xxxxxxxx, nor any of its Subsidiaries (A) Company Subsidiary, is a party currently subject to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into adjustment described in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) 481 of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: Each Group Company (i) Parent has made or filed in a timely manner (within any applicable extension periods) and each of its Subsidiaries have prepared in the appropriate jurisdictions all foreign, federal and timely filed state income and all other tax returns, reports, information statements and other documentation (taking into account including any extension of time within which to fileadditional or supporting materials) all Tax Returns required to be filed or maintained in connection with the calculation, determination, assessment or collection of any and all federal, state, local, foreign and other taxes, levies, fees, imposts, duties, governmental fees and charges of whatever kind (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto), including, without limitation, taxes imposed on, or measured by, income, franchise, profits, gross income or gross receipts, and also ad valorem, value added, sales, use, service, real or personal property, capital stock, stock transfer, license, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, environmental, transfer and gains taxes and customs duties (each a “Tax”), including all amended returns required as a result of examination adjustments made by any Governmental Authority responsible for the imposition of them under any Tax (collectively, the “Returns”), and such Returns are prepared in compliance with applicable Law with the appropriate Governmental Entity and true, correct and complete in all such filed Tax Returns are complete and accurate; material respects, (ii) Parent and each of its Subsidiaries have has paid all material Taxes required and other governmental assessments and charges, shown or determined to be paid due under applicable Law Laws and has withheld and remitted to the appropriate Governmental Entity Taxing Authority all material Taxes that it is obligated to withhold and have withheld all Taxes required to be withheld by any of them remit (including in connection with amounts paid whether or owing to any employeenot shown on such Return, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters except those being contested in good faith or for which adequate reserves have been established in accordance with GAAP; faith, not finally determined), and (iii) as has set aside on its books provision reasonably adequate for the payment of the date of this Agreement, there are not pending or, all Taxes for periods subsequent to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent periods to which such Returns apply. Neither the Company nor any of its Subsidiaries has received written notice within regarding unpaid Taxes in any material amount claimed to be due by the past six years Taxing Authority of any claim made jurisdiction and the Company is not aware of any reasonable basis for such claim. No Returns filed by a Governmental Entity, in a jurisdiction where Parent or on behalf of the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent Subsidiaries with respect to Taxes are currently being audited or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent examined. Neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes received notice of any Person (other than Parent such audit or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingexamination.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent TiVo Material Adverse Effect: , (i) Parent TiVo 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are were complete and accurateaccurate when filed; (ii) Parent TiVo and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPshown as due on such Tax Returns; (iii) neither TiVo nor any of its Subsidiaries has any liability for Taxes of any Person (other than TiVo or such Subsidiaries) pursuant to any Tax allocation or sharing agreement (other than an agreement entered into in the ordinary course of business and the principal purpose of which is not the allocation or sharing of Taxes), under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, or otherwise; (iv) as of the date of this Agreement, there are not pending or, to the Knowledge of ParentTiVo, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent TiVo or any of its Subsidiaries, Subsidiaries and neither Parent TiVo nor any of its Subsidiaries has received written notice within the past six years given any currently effective waiver of any claim made by a Governmental Entity, statute of limitations in a jurisdiction where Parent or any respect of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted LiensTaxes; (v) neither Parent TiVo nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the Code; and (vi) neither Parent TiVo nor any of its Subsidiaries has participated in entered into any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries have prepared filed all federal, and timely filed (taking into account any extension of time within which to file) all material state, local and foreign, Tax Returns required to be have been filed by any of them under applicable Law with the or appropriate Governmental Entity extensions therefor have been properly obtained, and all such filed Tax Returns are correct and complete, except to the extent that any failure to so file or any failure to be correct and complete and accuratewould not, individually or in the aggregate, have a Parent Material Adverse Effect; (iib) all 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 the aggregate, have a Parent Material Adverse Effect; (c) Parent and each of its Subsidiaries have paid 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 the aggregate, have a Parent Material Adverse Effect; (d) any Tax Returns referred to in clause (a) relating to federal income Taxes and material state, local, and foreign income Taxes have been examined by the Internal Revenue Service (the “IRS”) or other relevant authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be paid under applicable Law to filed has expired; (e) no material issues that have been raised in writing by the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including relevant taxing authority in connection with amounts paid or owing the examination of the Tax Returns referred to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses clause (ia) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPare currently pending; (iiif) no material deficiencies asserted or assessments made in writing as a result of the date any examination of this Agreement, there such Tax Returns by any taxing authority are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within currently pending; (g) during the past six years of any claim made by a Governmental Entitythree years, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “distributing or controlled corporation” or corporation in a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or transaction intended to be governed by qualify for tax-free treatment under Section 355 of the Code; (vih) during the last five years, neither Parent nor any of its Subsidiaries has participated in been a party to any so-called “listed transaction” within the meaning of (as defined in Treasury Regulations Section § 1.6011-4(b)(2); (vii) neither which, as a result, Parent nor or any of its Subsidiaries was required to disclose to the IRS; (Ai) is a party to or is bound by Parent has not waived in writing any Tax sharing, allocation or indemnification agreement or arrangement statute of limitations in respect of any material Taxes; (other than such an agreement or arrangement (1j) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to there are no material liens for Taxes and entered into in upon the Ordinary Course assets of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or except liens relating to current Taxes not yet due; and (Ck) has any liability for the Taxes none of any Person (other than Parent or any of its SubsidiariesSubsidiaries has been in the past ten (10) under Treasury Regulations Section 1.1502-6 (years a member of any group of corporations filing Tax Returns on a consolidated, unitary or any similar provision basis other than each such group of federal, state, local or non-U.S. Law), as which it is currently a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingmember.

Tax Matters. (a) Except as to the extent that such failures in the aggregate would not reasonably be expected to haveresult in Taxes being imposed upon or incurred by the Company or any Subsidiary exceeding Two Hundred Thousand Dollars ($200,000), individually or within the times and in the aggregatemanner prescribed by applicable law, a Parent Material Adverse Effect: the Company and Subsidiaries (iand their predecessors) Parent and each of its Subsidiaries have properly prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by applicable law and have timely paid all Taxes due and payable (whether or not shown on any of them under applicable Law with the appropriate Governmental Entity and all Tax Return). All such filed Tax Returns are true, correct and complete in all material respects. The Company and accurate; Subsidiaries (iiand their predecessors) Parent and each of its Subsidiaries have paid complied in all Taxes required material respects with all applicable laws relating to be paid under applicable Law to Taxes. Neither the appropriate Governmental Entity and have withheld all Taxes required to be withheld by Company nor any of them Subsidiary (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses predecessor thereof) (i) and (ii), with respect has filed a consent or agreement pursuant to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iiiSection 341(f) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; , (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (Aii) is a party to or is bound by any closing agreement, offer in compromise or any other agreement with any Tax sharingauthority or any Tax indemnity or Tax sharing agreement with any person, allocation (iii) has present or indemnification agreement or arrangement (contingent liabilities for Taxes, other than such Taxes incurred in the ordinary course of business thereof and reflected on the most recent balance sheet included in the Financial Statements or incurred in the ordinary course of business since the date of the most recent Financial Statements in amounts consistent with prior years, (iv) has engaged in a trade or business, or had a permanent establishment (within the meaning of an applicable tax treaty), within a country other than the United States, (v) is a party to an agreement that could give rise to an "excess parachute payment" within the meaning of Section 280G of the Code or arrangement to remuneration the deduction for which could be disallowed under Section 162(m) of the Code, (vi) has issued options or stock purchase rights (or similar rights) that purported to be governed by Sections 421 or 423 of the Code that were not so governed when issued, or (vii) has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. There are and have been no (1) exclusively between proposed, threatened or among Parent and/or its Subsidiaries actual assessments, audits, examinations or disputes as to Taxes relating to the Company or any Subsidiary (or their predecessors), and Section 2.13 of the Disclosure Letter identifies all such matters (whether or not material) that have not been finally resolved with all amounts owed thereunder fully reflected in the Company SEC Reports to the extent required under United States generally accepted accounting principles, (2) not primarily related adjustments under Section 481 of the Code or any similar adjustments with respect to the Company or any Subsidiary (or their predecessors), or (3) waivers or extensions of the statute of limitations with respect to Taxes and entered into for which the Company or any Subsidiary could be held liable. Neither the Company nor any Subsidiary (nor any predecessor thereof) has been a "distributing corporation" or a "controlled corporation" in connection with a distribution described in Section 355 of the Ordinary Course of Business), Code. Neither the Company nor any Subsidiary (Bnor any predecessor thereof) has been a member of an affiliatedaffiliated group of corporations, consolidatedwithin the meaning of Section 1504 of the Code, or a member of a combined, consolidated or unitary group for state, local or combined group filing a consolidated federal income foreign Tax Return (purposes, other than a an affiliated group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingCompany.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth on Schedule 3.1(i), individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent Company and each of its Subsidiaries have prepared and has (i) timely filed (taking into account any extension of time within which to file) all material Tax Returns that are or were required to be filed by any of them under applicable Law with the appropriate Governmental Entity filed, and all such filed Tax Returns are true, correct and complete and accurate; in all material respects, (ii) Parent and each of its Subsidiaries have paid all material Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required by it, whether or not shown or determined to be withheld by due on such Tax Returns, other than any of them such amounts (including in connection with amounts paid x) currently payable without penalty or owing to any employeeinterest, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (iy) and (ii), with respect to matters being contested in good faith or by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iii) timely withheld, collected or deposited as the case may be all material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by it, and to the extent required, have been paid to the relevant taxing authority in accordance with applicable Law; and (iv) complied with all applicable information reporting requirements in all material respects. Except as set forth on Schedule 3.1(i), neither the Company nor any Subsidiary (i) is subject to any outstanding audit, assessment, dispute or claim concerning any material Tax liability of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company or any of its SubsidiariesSubsidiaries either within the Company’s Knowledge or claimed, pending or raised by a taxing authority in writing; (ii) is a party to, bound by or otherwise subject to any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement (other than agreements, similar contracts or arrangements (A) to which only the Company and neither Parent nor any of its Subsidiaries has received written notice within are parties or (B) entered into in the past six years ordinary course of any claim made by a Governmental Entity, in a jurisdiction where Parent or any business the primary subject of its Subsidiaries, as applicable, does which is not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionTaxes); (iviii) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any a “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-1.6011- 4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (Civ) has any liability for the Taxes of any Person (other than Parent or the members of any consolidated group of its Subsidiarieswhich the Company is parent) under arising from the application of Treasury Regulations Regulation Section 1.1502-6 (or any similar analogous provision of federal, state, local or non-U.S. foreign Law), or as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, by contract, or otherwise. No claim has been made by a tax authority in a jurisdiction where the Company or any Subsidiary does not pay Taxes or file Tax Returns asserting that the Company or any Subsidiary is or may be subject to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingTaxes assessed by such jurisdiction.

Tax Matters. (a) Except (i) Each Group Party has duly and timely filed all material Tax Returns which are required to be filed by or with respect to it, and has paid all material Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material aspects and disclose all Taxes required to be paid; (iii) except as would set forth on Schedule 4.25, all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed or, to the best Knowledge of the Group Parties, threatened, with respect to Taxes of the Group Parties or for which a Lien (except for Permitted Liens) may be imposed upon any of the Group Parties’ assets and, to the best Knowledge of the Warrantor, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Group Parties for which a Lien may be imposed on any of the Group Parties’ assets has been waived or extended, which waiver or extension is in effect; (vi) each Group Party has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all material Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by a Group Party; (vii) there is no Lien for Taxes (other than Permitted Liens) upon any of the assets of the Group Parties; (viii) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement, with respect to the Group Parties; (ix) no claim has ever been made by a Taxing Authority in a jurisdiction where such Group Party has not paid any Tax or filed Tax Returns, asserting that the Group Party is or may be subject to Tax in such jurisdiction; (x) the Group Parties have provided to the Acquiror true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2018; (xi) there is no outstanding power of attorney from the Group Parties authorizing anyone to act on behalf of the Group Parties in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Group Parties; (xii) any Group Party is not, and has ever been, a party to any Tax sharing or Tax allocation Contract (other than a commercial agreement the primary purpose of which is not the sharing of Taxes); (xiii) any Group Party is not currently and has never been included in any consolidated, combined or unitary Tax Return; (xiv) to the Knowledge of the Warrantor, no issue has been raised by a Taxing Authority in any prior Action relating to the Group Parties with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to have, individually or result in a proposed Tax deficiency of the aggregate, a Parent Material Adverse Effect: Group Parties for any other period; and (ixv) Parent and each of its Subsidiaries have prepared and timely filed (taking into account no Group Party has requested any extension of time within which to file) all Tax Returns required to be filed by file any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income which Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has since not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingfiled.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: , (i) Parent and each of its Subsidiaries have prepared the Company Group has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all such filed Tax Returns are complete and accurateTaxes which have become due; (ii) Parent all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate and disclose all Taxes required to be paid under applicable Law paid; (iii) except as set forth on Schedule 5.28(a), all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed in writing or, to the appropriate Governmental Entity knowledge of the Company Group, threatened, with respect to Taxes of the Company Group or for which a Lien may be imposed upon any of the Company Group’s assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company Group for which a Lien may be imposed on any of the Company Group’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) to the knowledge of the Company Group, the Company Group has complied with all applicable Laws relating to the reporting, payment, collection and have withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company Group; (vii) to the knowledge of the Company Group, no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed on the transfer of the securities to Purchaser pursuant to this Agreement or otherwise with respect to or as a result of any transaction contemplated by this Agreement; (viii) none of the assets of the Company Group is required to be treated as owned by another Person for U.S. federal income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986); (ix) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company Group; (x) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the meaning of them (including in connection with amounts paid Section 7121 of the Code or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in analogous provision of the case of clauses (i) and (iiapplicable Law), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Company Group; (iiixi) except as of the date of this Agreementset forth on Schedule 5.28(xi), there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries no claim has received written notice within the past six years of any claim been made by a Governmental Entity, Taxing Authority in a jurisdiction where Parent the Company Group has not paid any tax or any of its Subsidiariesfiled Tax Returns, as applicable, does not file a Tax Return, asserting that Parent or such Subsidiary the Company Group is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that in such jurisdiction; (ivxii) there are is no liens for Taxes outstanding power of attorney from the Company Group authorizing anyone to act on behalf of the Company Group in connection with any property Tax, Tax Return or Action relating to any Tax or Tax Return of Parent or any of its Subsidiaries, except for Permitted Liensthe Company Group; (vxiii) neither Parent nor any of its Subsidiaries the Company Group is not, and has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is ever been, a party to or is bound by any Tax sharingsharing or Tax allocation Contract, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement any customary commercial contract the principal subject of which is not Taxes; and (1xiii) exclusively between or among Parent and/or its Subsidiaries or (2) the Company Group is not primarily related to Taxes currently and entered into has never been included in the Ordinary Course of Business), (B) has been a member of an affiliated, any consolidated, combined or unitary or combined group filing a consolidated federal income Tax Return (other than a group Tax Return that includes only the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingCompany Group.

Tax Matters. (a) Except as would not reasonably be expected to haveotherwise disclosed in Schedule 3.9, individually or in the aggregate, a Parent Material Adverse Effect: ------------ (i) Parent and each of its Subsidiaries have prepared and timely the Company has filed (taking into account or joined in the filing of) when due all Tax Returns required by applicable law to be filed with respect to the Company and all Taxes shown to be due on such Tax Returns have been paid; (ii) all such Tax Returns were true, correct and complete in all material respects as of the time of such filing; (iii) all Taxes relating to periods ending on or before the Closing Date, owed by the Company (whether or not shown on any Tax Return) 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 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 and to the extent required by GAAP; (v) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Company in respect of any Tax or assessment, nor is any claim for additional Tax or assessment asserted by any Tax authority; (vi) no material claim has been made by any Tax authority in a jurisdiction where the Company does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction, nor to the Company's knowledge is any such assertion threatened; (vii) there is no outstanding request for any extension of time within which to file) all pay any Taxes or file any Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateReturns; (iiviii) Parent there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Company; (ix) no property of the Company is "tax- exempt use property" within the meaning of Section 168(h) of the Code; (x) the Company is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954; (xi) the Company is currently and each for all periods since its formation has qualified as a "partnership" within the meaning of its Subsidiaries have Section 7701(a)(2) of the Code; (xii) the Company has a valid election in effect under Section 754 of the Code or, at the request of Buyer, will make a timely election under Section 754 of the Code with respect to the Purchased Interests; (xiii) Seller is not a "foreign person" within the meaning of Section 1445 of the Code; (xiv) the Company is not a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; and (xiv) the Company has withheld and paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all material Taxes required to be withheld by any of them (including in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: , (i) Parent the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (ii) Parent the Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with or that the Company or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, independent contractor, creditor, customerstockholders or third party (in each case, stockholder whether or other third partynot shown on any Tax Return), except, in the case of clauses (i) and (ii), except with respect to matters contested in good faith or through appropriate proceedings and for which adequate reserves have been established established, in accordance with GAAP; GAAP on the financial statements of the Company and its Subsidiaries, (iii) as the U.S. federal income Tax Returns of the date of this AgreementCompany and its Subsidiaries have been examined through the Tax year ending December 31, 2004, and there are not pending orno currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to the Knowledge of Parentcompleted and settled examinations or any concluded litigation have been fully paid, threatened in writing, any (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent the Company or any of its Subsidiaries, and neither Parent nor (vi) there are no Liens for Taxes on any of its Subsidiaries has received written notice within the past six years assets of any claim made by a Governmental Entity, in a jurisdiction where Parent the Company or any of its Subsidiaries, as applicableother than Company Permitted Liens for Taxes, does not file a Tax Return, that Parent (vii) none of the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; Code (vior any similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) neither Parent 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 participated any liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, or otherwise, in each case under this Section 3.14(viii) other than with respect to customary Tax indemnification provisions in Contracts not primarily relating to Taxes, and (ix) none of the Company or any of its Subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulations Section Regulation 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Parent Company Material Adverse Effect: , (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are true, complete and accuratecorrect; (ii) Parent the Company and each of its Subsidiaries have paid all Taxes required shown to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party)due on such Tax Returns, except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or and for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parentthe Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent the Company or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on upon any property of Parent the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent the Company nor any of its Subsidiaries has received or applied for a Tax ruling from the U.S. Internal Revenue Service or entered into a “closing agreement” pursuant to Section 7121 of the Code (or any predecessor provision or any comparable provision of state, local or foreign Law) that will affect the Company or any of its Subsidiaries after the Closing; and (vi) 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 Taxes; (vii) no claim has ever been made by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that it is or may be subject to taxation by that jurisdiction; (viii) neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing agreement, Tax indemnity obligation or similar Contract or practice with any third party with respect to Taxes (including any advance pricing agreement, closing agreement or other Contract relating to Taxes with any Governmental Entity); (ix) neither the Company not any its Subsidiaries is or has been a member of an affiliated group within the meaning of Section 1504(a) of the Code (or any similar consolidated or unitary group defined under a similar provision of foreign, state or local Law), and neither the Company nor any of its Subsidiaries has any Liability for Taxes of any other Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of foreign, state or local Law), as a transferee or successor, by Contract or otherwise; (x) neither the Company nor any of its Subsidiaries is treated as an “controlled corporationexpatriated entity” or a “distributing corporation” as that term is defined in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 section 7874 of the Code; (vixi) neither Parent the Company nor any of its Subsidiaries has participated in any a “listed transaction” within the meaning of Treasury Regulations Section Regulation § 1.6011-4(b)(24(b); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth on Schedule 3.22, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent each Company, each Subsidiary and each of its Subsidiaries Seller have prepared and timely filed (taking into account any extension of time within which or caused to filebe filed) in a timely manner, all Tax Returns federal, state, local and foreign returns, reports, statements and forms required to be filed by any of them under the Code, the PR Code or applicable Law with state, local or foreign tax laws (the appropriate Governmental Entity "Tax Returns") and all such filed Tax Returns are true, complete and accuratecorrect in all material respects; (ii) Parent each Company and each of its Subsidiaries Subsidiary (and Canadian Seller) have paid (or the Seller Group of which such entity is or was a member has paid) all Taxes required to be paid under applicable Law to the appropriate Governmental Entity that have been incurred or are due and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPeach Company and each Subsidiary (and Canadian Seller) could be liable whether to taxing authorities or to third parties; (iii) there is no outstanding agreement, waiver or consent providing for an extension of the statutory period of limitations with respect to any Taxes or Tax Returns of any Company or any Subsidiary (and Canadian Seller) and no power of attorney granted by any Company or any Subsidiary or any Seller Group with respect to any tax matter is currently in force; (iv) no tax liens (except for liens for Taxes not yet due) have been filed and there is no action, suit, proceeding, investigation, audit or claim now pending against any Company or any Subsidiary (or Canadian Seller) with respect to any Tax, or with respect to which any Company or any Subsidiary (or Canadian Seller) could be severally liable under Treasury Regulation Section 1.1502-6 or any comparable state, local or foreign tax provisions; (v) each Company and each Subsidiary (and Canadian Seller) has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and is not liable for any Taxes for failure to comply with such laws, rules and regulations, (vi) no Company or Subsidiary is a party to or is otherwise bound by any agreement or understanding providing for the allocation or sharing of Taxes or has any obligation or liability under any such agreement or understanding to which it was once a party or otherwise bound; (vii) no Company or Subsidiary is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by such Company or such Subsidiary and to the Knowledge of Sellers, the Internal Revenue Service has not proposed any such adjustment or change in accounting method; (viii) no Company or Subsidiary has filed with respect to any item a disclosure statement pursuant to Section 6662 of the Code or any comparable disclosure with respect to foreign, state and/or local tax statutes for any tax year ended after December 31, 1995; (ix) no Company or Subsidiary has filed any agreement or consent under Section 341(f) of the Code; and (x) no property of any Transferred Company organized in the United States is "tax-exempt use property" within the meaning of Section 168(h) of the Code nor property that Buyer will be required to treat as being owned by another person pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986. Schedule 3.22 contains a list of any federal income tax audits of USI that were concluded by the Internal Revenue Service with respect to Taxes of any Transferred Company within three years of the date of this Agreement, there are . US Seller is not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” "foreign person" within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii1445(b)(2) neither Parent nor any of its Subsidiaries the Code and will furnish an affidavit of this status substantially in the form of Exhibit E. None of the Purchased Assets are located in either (A) is a party Ontario and subject to Ontario Retail Sales Act or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been British Columbia and subject to British Columbia Social Service Tax. Canadian Seller is not a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any resident of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) Canada for purposes of the Code, in each case, made prior to Income Tax Act (Canada). Canadian Seller is registered within the Closingmeaning of Part IX of the Excise Tax Act (Canada) and Chapter VIII of An Act Representing the Quebec Sales Tax and its registration numbers are as follows: Federal Business Number 125343822 and Quebec Business Number (NEQ) 1144025427 and MRQ Identification Number 1003856662 TQ0001.*

Tax Matters. (a) Except as If any payment or benefit which the Executive would not reasonably be expected receive pursuant to havea Change in Control from the Company or otherwise (collectively, individually or in the aggregate, a Parent Material Adverse Effect: "Payments") would (i) Parent constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code'), and each (ii) but for this Section 24(a) of its Subsidiaries have prepared this Agreement, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Executive will be entitled to receive either (A) the full amount of the Payments; or (B) a portion of the Payments having a value equal to one dollar ($1.00) less than three (3) times Executive's "base amount" (as such term is defined in Section 280G(b)(3)(A) of the Code) (the "Safe Harbor Amount"), whichever of clauses (A) and timely filed (B), after taking into account any extension applicable federal, state, and local income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of time within which to file) all Tax Returns required the greater portion of the Payments. If a reduction in the Payments is necessary, such reduction shall occur in the following order: reduction in cash payments; cancellation of accelerated vesting of stock awards; reduction in employee benefits. In the event that acceleration of vesting of stock award compensation is to be filed by any reduced, such acceleration of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to vesting shall be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, cancelled in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as reverse order of the date of grant of the Executive's stock awards. Any determination required under this Agreementprovision shall be made in writing by the independent public accountant of the Company or another entity reasonably approved by the Company and the Executive (the "Accountants"), there are not pending orwhose determination shall be conclusive and binding for all purposes upon the Company and Executive. If a reduction of the Payments is necessary, then the Accountants have the authority to cut back any Payments by the Knowledge minimum possible amount allowable under the law. All fees and expenses of Parentthe Accountants shall be borne solely by the Company. For purposes of making any calculation required by this provision, threatened in writingthe Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, any audits, examinations, investigations or other proceedings in respect good-faith interpretations concerning the application of Taxes of Parent or any of its Subsidiaries, Sections 280G and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 4999 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to haveotherwise disclosed in Schedule 4.9, individually or in the aggregate, a Parent Material Adverse Effect: ------------ (i) Parent and each of its Subsidiaries have prepared and timely the Buyer has filed (taking into account or joined in the filing of) when due all Tax Returns required by applicable law to be filed with respect to the Buyer and all Taxes shown to be due on such Tax Returns have been paid; (ii) all such Tax Returns were true, correct and complete in all material respects as of the time of such filing; (iii) all Taxes relating to periods ending on or before the Closing Date owed by the Buyer (whether or not shown on any Tax Return) or to which the Buyer may be liable under Treasury Regulations (S) 1.1502-6 (or analogous state or foreign provisions) by virtue of having been members of any "affiliated group" (or other group filing on a combined or unitary basis) at any time on or prior to the Closing Date, if required to have been paid, have been paid (except for Taxes which are being contested in good faith); (iv) any liability of the Buyer for Taxes not yet due and payable, or which are being contested in good faith, has been provided for on the financial statements of the Buyer in accordance with and to the extent required by GAAP; (v) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Buyer in respect of any Tax or assessment, nor is any claim for additional Tax or assessment asserted by any Tax authority; (vi) no material claim has been made by any Tax authority in a jurisdiction where the Buyer does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction, nor to the Buyer's knowledge is any such assertion threatened; (vii) there is no outstanding request for any extension of time within which to file) all pay any Taxes or file any Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateReturns; (iiviii) Parent there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Buyer; (ix) no property of the Buyer is "tax-exempt use property" within the meaning of Section 168(h) of the Code; (x) the Buyer is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954; (xi) the Buyer has not filed any agreement or consent under Section 341(f) of the Code; (xii) the Buyer is not a "foreign person" within the meaning of Section 1445 of the Code; (xiii) the Buyer is not a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; and each of its Subsidiaries have (xiv) the Buyer has withheld and paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all material Taxes required to be withheld by any of them (including in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to haveis not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect: , (i) Parent the Company and each of its the Company Subsidiaries have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent accurate and each of its Subsidiaries have timely paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity that are shown as due on such filed Tax Returns and have withheld all and timely paid over any Taxes required that the Company or each Company Subsidiary is obligated to be withheld by any of them (including in connection with withhold from amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder shareholder or other third party), except, in the case of clauses (i) and (ii), except with respect to matters contested in good faith or and for which adequate reserves have been established in accordance with GAAP; GAAP in the financial statements of the Company included in the SEC Reports, (iiiii) as of the date of this Agreement, there are not any pending or, to the Knowledge of Parentthe Company, threatened in writingthreatened, any audits, examinations, investigations or other proceedings relating to the Company or any Company Subsidiary in respect of Taxes of Parent or any of its SubsidiariesTax matters, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property assets of Parent the Company or any of its Subsidiaries, except for Company Subsidiary other than Permitted Liens; (v) , and neither Parent the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) Company Subsidiary has any liability for the Taxes of any other Person (other than Parent the Company or any Company Subsidiary), or as transferee or successor, by contract or otherwise, and (iii) there are not, to the Knowledge of the Company, any unresolved questions or claims, or any proposed, asserted, or assessed deficiencies that have not been fully paid, concerning the Company’s or any of its the Company Subsidiaries) under Treasury Regulations Section 1.1502-6 (’ Tax liability that are not disclosed or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income provided for in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingSEC Reports.

Tax Matters. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect: , (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid by, or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves any activities of, the Company and its subsidiaries prior to the date hereof have been established timely filed (except those under valid extension) and as of the time of filing, the Tax Returns were true and complete in accordance with GAAP; all material respects, (iiiii) as of the date hereof, all Taxes of this Agreement, there are not pending or, the Company and its subsidiaries have been paid or adequately provided for in accordance with GAAP on the most recent financial statements included in the Company SEC Reports filed prior to the Knowledge of Parentdate hereof, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and (iii) neither Parent the Company nor any of its Subsidiaries subsidiaries has received written notice within the past six years of any action, suit, proceeding, investigation, claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation byaudit against, or with respect to, any Taxes that have an obligation to file an income Tax Return innot been paid or otherwise settled, that jurisdiction; (iv) there are no liens for Taxes on (other than Taxes not yet due and payable, that may thereafter be paid without interest or penalty, that have been adequately provided for in accordance with generally accepted accounting principles or for amounts being contested in good faith) upon any property of Parent the assets of the Company or any of its Subsidiariessubsidiaries, except for Permitted Liens; and (v) neither Parent the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiariesthe Company), or (CB) has any liability for the Taxes of any Person person (other than Parent the Company, or any subsidiary of its Subsidiariesthe Company) under Treasury Regulations Section regulation section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viiiforeign law) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) has entered into any election pursuant agreement or arrangement with any taxing authority with regard to Section 965(h) the tax liability of the Code, in each case, made prior to Company or any subsidiary affecting any tax period for which the Closingapplicable statute of limitations has not expired.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or otherwise set forth in Section 4.9(a) of the aggregate, a Parent Material Adverse EffectDisclosure Schedule: (i) Parent the Company and each of its Subsidiaries have prepared filed with the appropriate Governmental Entity all material Tax Returns (as hereinafter defined) required to have been filed, and such Tax Returns are correct and complete in all material respects; (ii) all Taxes due and owing by the Company and each of its Subsidiaries have been timely filed paid; (taking into account iii) the most recent financial statements contained in the Company SEC Documents provide an adequate accrual for the payment of Taxes for the periods covered by such Company SEC Documents; (iv) the Company and each of its Subsidiaries have complied with all material rules and regulations relating to the withholding of Taxes and the remittance of withheld Taxes; (v) neither the Company nor any of its Subsidiaries has requested any extension of time within which to filefile any Tax Return in respect of any taxable year, which Tax Return has not since been filed; and (vi) all Tax Returns required to be filed there are no outstanding waivers, agreements or comparable consents that have been given by the Company or any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as any Tax Return of the date Company or any of this Agreement, there are not pending or, its Subsidiaries regarding the statute of limitations with respect to any Taxes or Tax Returns of the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth in Section 3.9(a) of the Company Letter, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent each of the Company, each Subsidiary of the Company and each Company Group (as hereinafter defined) has filed all material Tax Returns required to be filed; (ii) all such Tax Returns are complete and accurate in all material respects and disclose all material Taxes required to be paid by the Company, each Subsidiary of its Subsidiaries have prepared the Company and timely filed each Company Group for the periods covered thereby; (taking into account iii) to the Knowledge of Company, neither the Company, any Subsidiary of the Company nor any Company Group is currently the beneficiary of any extension of time within which to filefile any Tax Return; (iv) all material Taxes (whether or not shown on any Tax Return) owed by the Company, any Subsidiary of the Company or any Company Group have been timely paid or extensions for payment have been properly obtained; (v) to the Knowledge of the Company, none of the Company, any Subsidiary of the Company or any member of any Company Group has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (vi) to the Knowledge of the Company, the Tax Returns required referred to be filed in clause (i), to the extent related to income Taxes, have not been examined by any of them under applicable Law with the appropriate Governmental Entity and taxing authority; (vii) to the Knowledge of the Company, there is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened with respect to Taxes of the Company, any Subsidiary of the Company or any Company Group which, if determined in a manner adverse to the Company, would be material; (viii) all such filed deficiencies asserted in writing or assessments made in writing as a result of any examination of the Tax Returns referred to in clause (i) have been paid in full or are complete being timely and accurateproperly contested; (iiix) Parent to the Knowledge of the Company, there are no Tax rulings, requests for rulings, or closing agreements relating to the Company, any Subsidiary of the Company or any Company Group which could affect the liability for Taxes of the Company or any Subsidiary of the Company for any period after the Closing Date; (x) there are no material liens for Taxes upon the assets of the Company or any Subsidiary of the Company except liens relating to current Taxes not yet due; (xi) all material Taxes which the Company, any Subsidiary of the Company or any Company Group are required by law to withhold or to collect for payment have been duly withheld and each of its Subsidiaries collected and either have been paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity or accrued, reserved against and have withheld all Taxes required to be withheld by any entered upon the books of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPCompany; (iiixii) as neither the Company nor any Subsidiary of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries Company has been a “controlled corporation” or a “distributing corporation” in party to any distribution occurring during the two-year period ending on last 3 years in which the date of this Agreement that was purported or intended parties to be governed by such distribution treated the distributions as one to which Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 Code (or any similar provision of federal, state, local or non-U.S. Law)foreign law) applied; (xiii) neither the Company nor any Subsidiary of the Company is, as or has ever been, a transferee party to or successorliable under a Tax Sharing Arrangement or Tax indemnity arrangement; and (viiixiv) neither Parent nor the charges, accruals and reserves in respect of Taxes on the Balance Sheet are adequate in all material respects to provide for all unpaid Taxes (including any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereofdeferred Taxes) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingBalance Sheet Date.

Tax Matters. (a) Except as would not have, or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: , (i) Parent the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (ii) Parent the Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with or that the Company or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, independent contractor, creditor, customershareholders or third party (in each case, stockholder whether or other third partynot shown on any Tax Return), except, in the case of clauses (i) and (ii), except with respect to matters contested in good faith or through appropriate proceedings and for which adequate reserves have been established established, in accordance with GAAP; GAAP on the financial statements of the Company and its Subsidiaries, (iii) as of the date of this Agreement, there are not pending orno currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to the Knowledge of Parentcompleted and settled examinations or any concluded litigation have been fully paid, threatened in writing, any (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Parent the Company or any of its Subsidiaries, and neither Parent nor (vi) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens other than statutory Liens for Taxes on any property not yet due and payable, (vii) none of Parent the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; Code (vior any similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) neither Parent 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 participated in any liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, or otherwise, and (ix) none of the Company or any of its Subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulations Section Regulation 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect: (ia) Parent and each all Tax Returns that were required to be filed by or with respect to the Partnership or any of its Subsidiaries have prepared been duly and timely filed or caused to be timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (iib) Parent and each all Taxes owed by the Partnership or any of its Subsidiaries that are or have become due have been timely paid all Taxes required in full or caused to be timely paid under applicable Law to in full or an adequate reserve for the appropriate Governmental Entity payment of such Taxes has been established in their books and have withheld all Taxes required to be withheld by records, (c) there are no Liens on any of them (including the assets of the Partnership or any of its Subsidiaries that arose in connection with amounts paid any failure (or owing alleged failure) to pay any employeeTaxes on any of such assets, independent contractor(d) there is no claim against the Partnership or any of its Subsidiaries for any Taxes, creditorand no assessment, customerdeficiency, stockholder or other third party)adjustment has been asserted, exceptproposed, or threatened in the case of clauses (i) and (ii), writing with respect to matters contested in good faith any Taxes or for which adequate reserves have been established in accordance Tax Returns of or with GAAP; (iii) as of the date of this Agreement, there are not pending or, respect to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Partnership or any of its Subsidiaries, (e) the Partnership is classified as an association taxable as a corporation in accordance with Treasury Regulations Section 301.7701-3 and neither Parent nor any of its Subsidiaries (f) the Partnership has received written notice within the past six years of any claim made by not constituted either a Governmental Entity, in a jurisdiction where Parent “distributing corporation” or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or in a “distributing corporation” distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code in any distribution occurring during the two-year period ending on two years prior to the date of this Agreement that was purported or intended to be governed by Section 355 in a distribution which could otherwise constitute part of the Code; a “plan” or “series of related transactions” (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h355(e) of the Code, ) in each case, made prior conjunction with the transactions contemplated by this Agreement. Notwithstanding anything to the Closingcontrary contained elsewhere in this Agreement, this Section 4.11 and Section 4.12 contain the sole and exclusive representations and warranties with respect to Tax matters.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent Sicor and each of its Subsidiaries (A) have prepared 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 under applicable Law with as of the appropriate Governmental Entity date hereof and all such filed Tax Returns are complete and accurateaccurate in all material respects; (iiB) Parent and each (I) have timely paid all Taxes that are shown as due on such filed Tax Returns or that Sicor or any of its Subsidiaries have paid all are obligated to pay without the filing of a Tax Return, except with respect to Taxes that are being contested in good faith, and (II) no material penalties or charges are due with respect to the late filing of any Tax Return required to be paid under applicable Law filed by or with respect to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them on or before the Effective Time; (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (iC) and (ii), with respect to matters contested in good faith all material Tax Returns filed by or for which adequate reserves with respect to any of them, have been established in accordance not waived any statute of limitations with GAAPrespect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (iiiD) except as set forth on Section 5.1(n) of the Sicor Disclosure Schedules, as of the date of this Agreementhereof, there are do not pending orhave any deficiency, to the Knowledge of Parentaudit, threatened in writingexamination, any audits, examinations, investigations investigation or other proceedings proceeding in respect of Taxes or Tax matters pending or proposed or threatened in writing; and (E) have provided adequate reserves in the most recent consolidated financial statements of Parent or any of Sicor and its Subsidiaries, and neither Parent nor as disclosed in the Sicor Reports, for any material Taxes of Sicor on any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entitythat have not been paid, in a jurisdiction where Parent whether or any of its Subsidiaries, not shown as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes being due on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingReturns.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all such filed Tax Returns are complete and accurateTaxes which have become due; (ii) Parent all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate and disclose all Taxes required to be paid under applicable Law paid; (iii) except as set forth on Schedule 4.31, all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed or, to the appropriate Governmental Entity best knowledge of the Company, threatened, with respect to Taxes of the Company or any of its Subsidiaries or for which a Lien may be imposed upon any of the Company’s or its Subsidiaries’ assets and, to the best of the Company’s knowledge, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company or any of its Subsidiaries for which a Lien may be imposed on any of the Company’s or any of its Subsidiaries’ assets has been waived or extended, which waiver or extension is in effect; (vi) the Company and have each of its Subsidiaries, has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company or such Subsidiary; (vii) the Transaction is not subject to withholding under Section 1445 of the Code; (viii) no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed on the transfer of the Units to Purchaser pursuant to this Agreement or otherwise with respect to or as a result of any transaction contemplated by this Agreement; (ix) none of the assets of the Company or any Subsidiary is required to be treated as owned by another Person for income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986) or otherwise; (x) none of the assets of the Company or any Subsidiary is “tax-exempt use property” within the meaning of Section 168(h) of the Code, “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code, or subject to a “TRAC lease” under Section 7701(h) of the Code (or any predecessor provision); (xi) there is no Lien for Taxes upon any of the assets of the Company or any of its Subsidiaries; (xii) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement (within the meaning of them (including in connection with amounts paid Section 7121 of the Code or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case analogous provision of clauses (i) and (iiapplicable Law), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries ; (xiii) no claim has received written notice within the past six years of any claim ever been made by a Governmental Entity, Taxing Authority in a jurisdiction where Parent the Company or such Subsidiaries has not paid any of its SubsidiariesTax or filed Tax Returns, as applicable, does not file a Tax Return, asserting that Parent the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that in such jurisdiction; (ivxiv) the Company has provided to Purchaser true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2007; (xv) there are is no liens for Taxes outstanding power of attorney from the Company or any of its Subsidiaries authorizing anyone to act on behalf of the Company or any property of Parent its Subsidiaries in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Company or any of its Subsidiaries, except for Permitted Liens; (vxvi) neither Parent nor none of the Company or any of its Subsidiaries is not, or has ever been, a party to any Tax sharing or Tax allocation Contract; (xvii) none of the Company or any of its Subsidiaries is, or has ever been, included in any consolidated, combined or unitary Tax Return; (xviii) to the knowledge of the Company, no issue has been raised by a Taxing Authority in any prior Action relating to the Company or any of its Subsidiaries with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Company or any of its Subsidiaries for any other period; (xix) none of the Company or any of its Subsidiaries has requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed; (xx) none of the Company or any of its Subsidiaries is a party to any Contract for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by the Company or such Subsidiary by reason of Section 162 or 404 of the Code; (xxi) none of the Company or any of its Subsidiaries is a party to a Contract that requires or would upon the occurrence of certain events require the Company or such Subsidiary to make a payment which would not be fully deductible under Section 280G of the Code without regard to whether such payment is reasonable compensation for services rendered and without regard to any exception that requires future action by any Person; (xxii) none of the Company or any of its Subsidiaries is a “consenting corporation” within the meaning of Section 341(f) of the Code (as in effect prior to the repeal of such provision); (xxiii) none of the Company or any of its Subsidiaries has ever made or been required to make an election under Section 336 or 338 of the Code; (xxiv) during the last two years, none of the Company or any of its Subsidiaries has engaged in any exchange under which gain realized on the exchange was not recognized under Section 1031 of the Code; (xxv) none of the Company or any of its Subsidiaries was a “distributing corporation” or a “controlled corporation” under Section 355 of the Code in any transaction within the last two years or pursuant to a plan or series of related transactions (within the meaning of Section 355(e) of the Code) with any transaction contemplated by this Agreement; (xxvi) none of the Company or any of its Subsidiaries is, or has ever been, a “personal holding company” (within the meaning of Section 542 of the Code), a stockholder in a “controlled foreign corporation” (within the meaning of Section 957 of the Code), a “foreign personal holding company” (within the meaning of Section 552 of the Code as in effect prior to the repeal of such section), or a “distributing passive foreign investment company” (within the meaning of Section 1297 of the Code), or, except as set forth on Schedule 4.31, an owner in any entity treated as a partnership or disregarded entity for U.S. federal income tax purposes; (xxvii) none of the outstanding indebtedness of the Company or any of its Subsidiaries constitutes indebtedness to which any interest deduction may be limited or disallowed under Section 163(i), (j) or (l), 265 or 279 of the Code (or any comparable provision of applicable Law); (xxviii) except as set forth on Schedule 4.31, none of the Company or any of its Subsidiaries is or has been a “United States real property holding corporation” in (within the meaning of Code Section 897(c)(2)) at any distribution occurring time during the two-year period ending on the date of this Agreement that was purported or intended to be governed by specified in Section 355 897(c)(l)(A)(ii) of the Code; (vixxix) neither Parent nor none of the Company or any of its Subsidiaries is or has participated been treated as a foreign corporation for U.S. federal income tax purposes, (xxx) the Company and, except as set forth on Schedule 4.31, each of its Subsidiaries is and always has been treated as a partnership for U.S. federal income tax purposes; (xxxi) immediately following the Transaction, the Purchaser will not constitute an “investment company” for purposes of Section 351(e) of the Code and the Treasury Regulations promulgated thereunder; and (xxxii) immediately after the Transaction, the Members will be in any “listed transactioncontrol” of the Purchaser within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (viiSections 351(a) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h368(c) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not be reasonably be expected to havelikely, individually or in the aggregate, a Parent Material Adverse Effect: to exceed $100,000, (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (ii) Parent the Company and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employeethem, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of Parentthe Company, threatened in writing, any audits, examinations, investigations investigations, actions, suits, claims or other proceedings in respect of Taxes of Parent nor has any deficiency for any Tax been assessed by any Governmental Entity in writing against the Company or any of its Subsidiaries, and (iv) neither Parent the Company nor any of its Subsidiaries has received written notice within the past six years of made any claim made by compensatory payments or has been or is a Governmental Entityparty to any compensatory agreement, in a jurisdiction where Parent or any of its Subsidiariescontract, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation byarrangement, or have an obligation plan that provides for compensatory payments that were not deductible or could reasonably be expected to file an income Tax Return inbe nondeductible under Code Section 162(m), that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of all Taxes required to be 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 during the two-year period ending on the date of this Agreement since January 1, 2006 that was purported or intended to be governed by Section 355 of the Code; , (vivii) neither Parent the Company nor any of its Subsidiaries has participated in entered into any “listed transaction” within the meaning of Treasury Regulations Section transaction defined under Sections 1.6011-4(b)(2); , -4(b)(3) or -4(b)(4) of the Treasury Regulations promulgated under the Code, (viiviii) neither Parent nor the Company is not the beneficiary of any extension of its Subsidiaries time within which to file any material Tax Return, (Aix) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement the Company’s knowledge there are no liens for Taxes (other than such an agreement or arrangement (1Taxes not yet due and payable) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in upon any of the Ordinary Course material assets of Business)the Company, (Bx) the Company has not been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiariesthe Company), or (C) has and does not have any liability for the Taxes of any Person person (other than Parent or any of its Subsidiariesthe Company) under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or any similar provision of federal, state, local local, or non-U.S. Lawforeign law), as a transferee or successor; , by contract, or otherwise, and (viiixi) neither Parent nor the Company is not a party to or bound by any of its Subsidiaries will be required to include any item of income in, tax allocation or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing sharing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected During the period from the date of this Agreement to havethe date of the Effective Time, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent the Company and each of its Subsidiaries have prepared and shall timely filed (taking into account any extension of time within which to file) file all Tax Returns required to be filed by each such entity during such period (after taking into account any of them under applicable Law extensions) (each, a “Post-Signing Return”), which Post-Signing Returns shall be complete and correct in all respects and, except as otherwise required by Law, shall be prepared on a basis consistent with the appropriate past practice of the Company; provided, however, that no material Post-Signing Returns shall be filed with any Governmental Entity and all such filed Tax Returns are complete and accuratewithout Parent’s written consent, which consent shall not be unreasonably withheld or delayed; (ii) Parent the Company and each of its Subsidiaries have paid shall timely pay all Taxes required to be paid under applicable Law to the appropriate Governmental Entity due and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), payable with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Tax periods covered by such Post-Signing Returns; (iii) as of the date of this Agreement, there are not pending or, to Company shall accrue a liability in its books and records and financial statements in accordance with GAAP and past practice for all Taxes payable by the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company or any of its SubsidiariesSubsidiaries for which no Post-Signing Return is due prior to the day of the Effective Time; (iv) the Company and each of its Subsidiaries shall promptly notify Parent of any suit, and neither Parent nor claim, action, investigation, proceeding or audit pending against or with respect to the Company or any of its Subsidiaries has received written notice within the past six years in respect of any claim made by a Governmental Entitymaterial amount of Tax and will not settle or compromise any such suit, in a jurisdiction where Parent claim, action, investigation, proceeding or any of its Subsidiariesaudit without Parent’s prior written consent, as applicable, does which consent shall not file a Tax Return, that Parent be unreasonably withheld or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictiondelayed; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; and (v) neither Parent nor any the Company and each of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharingshall retain all books, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes documents and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability records necessary for the Taxes preparation of any Person (other than Parent or any of Tax Returns and reports and Tax audits consistent with its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingstandard policy.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared subsidiaries, and any ----------- consolidated, combined, unitary or aggregate group for tax purposes of which the Company or any of its subsidiaries is or has been a member, has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with it in the appropriate Governmental Entity and all manner provided by law. All such filed Tax Returns are true, correct and complete and accurate; (ii) Parent in all material respects. The Company and each of its Subsidiaries subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity (including interest and have withheld all Taxes penalties) due or required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, independent contractorcreditor or third party or have provided adequate reserves in their financial statements for any Taxes that have not been paid, creditor, customer, stockholder whether or other third party), except, not shown as being due on any returns. Except as has been disclosed to Purchaser in the case of clauses Disclosure Letter: (i) and no material claim for unpaid Taxes has become a lien or encumbrance of any kind against the property of the Company or any of its subsidiaries or is being asserted against the Company or any of its subsidiaries; (ii)) no audit, with examination, investigation or other proceeding in respect to matters contested in good faith of Taxes is pending, threatened or for which adequate reserves have been established in accordance with GAAPbeing conducted by a Tax Authority; (iii) as no extension or waiver of the date statute of this Agreement, there are not pending or, to limitations on the Knowledge assessment of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent has been granted by the Company or any of its Subsidiaries, subsidiaries and is currently in effect; (iv) neither Parent the Company nor any of its Subsidiaries subsidiaries is a party to, is bound by, or has received written notice within any obligation under, or potential liability with regards to, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement; (v) no power of attorney has been granted by or with respect to the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject subsidiaries with respect to income taxation by, or have an obligation any matter relating to file an income Tax Return in, that jurisdictionTaxes; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (vvi) neither Parent the Company nor any of its Subsidiaries has been subsidiaries is a “controlled corporation” party to any agreement, plan, contract or a “distributing corporation” arrangement (whether oral or in writing) that would result, separately or in the aggregate, in the payment of any distribution occurring during "excess parachute payments" within the two-year period ending on the date meaning of this Agreement that was purported or intended to be governed by Section 355 280G of the Code; (vivii) neither Parent the Company nor any of its Subsidiaries subsidiaries has participated in any “listed transaction” deferred intercompany gain or loss arising as a result of a deferred intercompany transaction within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 13 (or any similar provision of federal, under state, local or nonforeign law) or any excess loss accounts within the meaning of Treasury Regulation Section 1.1502-U.S. Law), as a transferee or successor19; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income the Company is not and has not been a United States real property holding corporation (as defined in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(ii) of the Code. As used herein, in each case"Taxes" shall mean any taxes of any kind, made prior including ----- but not limited to the Closing.those on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or

Tax Matters. (a) Except as would not reasonably be expected to haveset forth on SCHEDULE 3.18 hereto, individually or in the aggregate, a Parent Material Adverse Effect: Corporation has (i) Parent filed all returns, declarations of estimated Tax, Tax reports, information returns and each statements (collectively, the "RETURNS") required to be filed by it prior to the Closing (other than those for which extensions shall have been granted prior to the Closing) relating to any Taxes with respect to any income, properties or operations of its Subsidiaries have prepared the Corporation prior to the Closing; (ii) as of the time of filing, the Returns were complete and correct in all material respects and the Corporation has paid all Taxes shown on the Returns to be due; (iii) the Corporation has timely filed paid or made provisions for all Taxes payable for any period that ended on or before the Closing and for any period that began on or before the Closing and ends after the Closing, to the extent such Taxes are attributable to the portion of any such period ending on the Closing; (taking into account iv) the Corporation is not delinquent in the payment of any Taxes, nor has requested any extension of time within which to file) all Tax Returns required to be filed by file any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateReturn, which Return has not since been filed; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (ivv) there are no liens for Taxes on pending Tax audits of any property Returns of Parent or any of its Subsidiaries, except for Permitted Liensthe Corporation; (vvi) neither Parent nor no Tax liens have been filed and no deficiency or addition to Taxes, interest or penalties for any Taxes with respect to any income, properties or operations of its Subsidiaries the Corporation has been proposed, asserted or assessed in writing against the Corporation; (vii) the Corporation has not granted any extension of the statute of limitations applicable to any Return or other Tax claim with respect to any income, properties or operations of the Corporation; (viii) the Corporation has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during personal holding company within the two-year period ending on the date meaning of this Agreement that was purported or intended to be governed by Section 355 542 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viiiix) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) Corporation has not made any election pursuant to under Section 965(h341(f) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: , (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (ii) Parent the Company and each of its Subsidiaries have paid (or have had paid on their behalf) all Taxes required to be paid under applicable Law to the appropriate Governmental Entity due and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party)payable, except, in the case of clauses clause (i) and or clause (ii)) hereof, with respect to matters contested in good faith or for which adequate reserves have been established established, in accordance with GAAP; , in the Company’s financial statements included in the Company SEC Documents, (iii) as neither the Company nor any of its Subsidiaries has granted any currently effective extension or waiver of the date statute of this Agreementlimitations applicable to any Tax Return, (iv) there are not pending or, to the Knowledge knowledge of Parentthe Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of U.S. federal income Taxes or U.S. federal income Tax matters, (v) there are no Liens for Taxes on any of Parent the assets of the Company or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for other than Permitted Liens; , (vvi) neither Parent nor none of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year two (2)-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the Code or so much of Section 356 of the Code as relates to Section 355 of the Code; , (vivii) neither Parent the Company nor any of its Subsidiaries has any liability for the Taxes of another person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 or a similar provision of state, local or non-U.S. Law or as a transferee or successor, or is party to any Tax sharing, Tax allocation, Tax indemnity or similar agreement, other than an agreement the only parties of which are the Company and/or its Subsidiaries, and (viii) neither the Company nor any of its Subsidiaries has participated in any a “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-4(b)(24(b); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect: (i) Parent , the Company and each of its Subsidiaries (i) have prepared duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with on or prior to the appropriate Governmental Entity date of this Agreement and all such filed Tax Returns are complete and accurateaccurate in all material respects; and (ii) Parent and each of its Subsidiaries have paid or remitted all Taxes that are required to be paid under applicable Law to or that the appropriate Governmental Entity and have withheld all Taxes required to be withheld by Company or any of them (including in connection with its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder creditor or other third party), except, in the case of clauses (i) and (ii), except with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) . Except as would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, Agreement there are not pending or, to the Knowledge of Parent, threatened in writing, any no audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters, in each case, pending or, to the Knowledge of Parent the Company, threatened in writing (other than, in each case, claims or any of its Subsidiaries, and neither Parent assessments for which reserves have been established in accordance with GAAP). Neither the Company nor any of its Subsidiaries has received written notice constituted either a “distributing corporation” or a “controlled corporation” within the past six years meaning of section 355(a)(1)(A) of the Code in any claim made by a Governmental Entitydistribution intended to qualify for tax-free treatment under section 355 of the Code occurring during the last 30 months. Since December 31, in a jurisdiction where Parent or 2001, or, to the Knowledge of the Company, at any of its Subsidiariesearlier time, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in member of any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” affiliated group within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii1504(a) neither Parent nor of the Code, or any of its Subsidiaries (A) is a party to similar affiliated or is bound by any consolidated group for Tax sharingpurposes under state, allocation local or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return foreign law (other than a group group, the common parent of which is or was Parent or the Company). Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries), Subsidiaries is liable for any Tax imposed on any other person or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) entity under Treasury Regulations Section regulation section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), foreign tax law) as a transferee or successor; and (viii) neither Parent nor , or is bound by or has any obligation under any Tax sharing, Tax indemnification, or similar agreement, contract or arrangement, whether written or unwritten. Except as would not reasonably be expected to have a Company Material Adverse Effect, no jurisdiction where the Company or any of its Subsidiaries will be does not file a Tax Return has made a claim in writing to the Company that the Company or any Subsidiary is required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as file a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingTax Return for such jurisdiction.

Tax Matters. With respect to the Company and its Subsidiaries: (a) Except as would not reasonably be expected to haveall reports, individually returns, statements (including estimated reports, returns or in the aggregatestatements), a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns other similar filings required to be filed on or before the Closing Date by the Company (the “Tax Returns”) with respect to any of them under applicable Law Taxes have been timely filed, and were accurate and complete in all material respects when filed, with the appropriate Governmental Entity and Entities in all jurisdictions in which such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law filed, except where the failure to the appropriate Governmental Entity and so file would not have withheld a Material Adverse Effect; (b) all Taxes required to be withheld owed by the Company and its Subsidiaries (whether or not shown on any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (iTax Return) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) paid, except for Taxes as set forth on the Company’s balance sheet dated as of the date of this Agreement, there Report Date or which are not pending oryet due and payable; (c) none of the forgoing Tax Returns contain any position which is, or would be, subject to penalties under Section 6662 of the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Code (or any corresponding provision of its Subsidiariesstate, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent local or any of its Subsidiaries, as applicable, does not file a foreign Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionlaw); (ivd) there are no liens for Taxes on Tax deficiencies have been proposed or assessed by any property of Parent Tax authority against the Company or any of its Subsidiaries, except for Permitted Lienswhere such deficiencies would not have a Material Adverse Effect; (ve) neither Parent the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in are liable for any distribution occurring during Taxes of any other Person other than the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the CodeCompany and its Subsidiaries; (vif) neither Parent nor the Company has not extended or waived the application of any statute of its Subsidiaries has participated in limitations of any “listed transaction” within jurisdiction regarding the meaning assessment or collection of Treasury Regulations Section 1.6011-4(b)(2)any income Tax; (viig) neither Parent nor any of its Subsidiaries (A) the Company is not a party to or is bound by any income Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successorsharing agreement; and (viiih) neither Parent nor there are no requests for rulings in respect of any of its Subsidiaries will be required to include income Tax pending between the Company and any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingTax authority.

Tax Matters. (a) Except as disclosed in the SEC Reports or in Section 3.13 of the Disclosure Schedule or except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Material Adverse Effect: (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accuratethem; (ii) Parent all such Tax Returns are true, correct and complete in all material respects; (iii) all Taxes due and owed by the Company and its Subsidiaries (whether or not shown on any Tax Return) have been paid; (iv) neither the Company nor any of its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return; (v) no claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any such Subsidy is or may be subject to taxation by that jurisdiction; (vi) there are no Liens on any of the assets or properties of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax; (vii) the Company and each of its Subsidiaries have has withheld and paid all Taxes required to be have been withheld and paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder shareholder or other third party), except, in the case of clauses (i) ; and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iiiviii) as of neither the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent Company nor any of its Subsidiaries has received written notice within the past six years waived any statute of limitations in respect of Taxes or agreed to any claim made by a Governmental Entity, in a jurisdiction where Parent or any extension of its Subsidiaries, as applicable, does not file time with respect to a Tax Return, that Parent assessment or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingdeficiency.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent PDN and each of its Subsidiaries have prepared in material compliance with the prescribed manner and timely filed within the time required by applicable Law (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them under applicable Law with all relevant Governmental Entities for all taxation or fiscal periods ending prior to the appropriate Governmental Entity date hereof, and all such filed Tax Returns are true, correct and complete and accurate; in all material respects, (ii) Parent PDN and each of its Subsidiaries have fully and timely paid all material Taxes required to be paid under applicable Law to the appropriate Governmental Entity shown thereon as owing and have withheld all material Taxes required to be withheld otherwise owed by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested PDN or any of its Subsidiaries within the time required by applicable Law, (iii) the financial statements included in good faith or for which the PDN SEC Documents reflect adequate reserves have been established for all material unpaid Taxes payable by PDN and its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements and neither PDN nor any of its Subsidiaries has incurred any material Tax liability since the date of such financial statements other than for Taxes arising in accordance with GAAP; the ordinary course of business and (iiiiv) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of ParentPDN, threatened in writingthreatened, any audits, examinations, investigations assessments, reassessments or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity(except, in a jurisdiction where Parent the case of clause (i), (ii) or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens above, with respect to matters contested in good faith and for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has which adequate reserves have been a “controlled corporation” or a “distributing corporation” established in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2accordance with GAAP); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as has not had and as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: (i) Parent the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time validly obtained within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent the Company and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all by any of them, including any Taxes required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, partner, independent contractor, creditor, customer, stockholder or other third party)with respect to any payments of royalties, except, in the case of clauses clause (i) and or clause (ii)) hereof, with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) the U.S. consolidated federal income Tax Returns of the Company 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) for all taxable years through December 31, 2003; (iv) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of Parent, the Company threatened in writing, any audits, examinations, investigations or other proceedings in respect of material Taxes, including U.S. federal income Taxes; (v) there are no Liens for Taxes on any of Parent the assets of the Company or any of its SubsidiariesSubsidiaries other than Liens for Taxes not yet due, being contested in good faith or for which adequate accruals or reserves have been established in accordance with GAAP; and neither Parent nor (vi) none of the Company or any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (ivA) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement last two years that was purported or intended to be governed by Section 355 of the Code; , (viB) neither Parent nor any of its Subsidiaries is, or has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is been, a party to or is bound by any Tax sharing, allocation sharing or indemnification similar Tax agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes the Company and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), ) pursuant to which it will have any obligation to make any payments for Taxes after the Closing Date or (C) has engaged in any liability for transaction that has given rise to a disclosure obligation as a “listed transaction” under Section 6011 of the Taxes Code and the regulations promulgated thereunder during any open tax periods that has not been disclosed in the relevant Tax Returns of any Person (other than Parent the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingSubsidiary.

Tax Matters. (a) Except as would not reasonably Between the date hereof and the Closing Date, the Company shall file or cause to be expected to have, individually or in the aggregate, filed on a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) basis all Tax Returns that are required to be filed by it or by any of them under applicable Law the other Acquired Corporations, either separately or as part of an affiliated group of corporations, pursuant to the Laws of each Governmental Authority with taxing power over it or any of the other Acquired Corporations or any of the Acquired Corporations' assets and businesses. Each of such Tax Returns will be true, correct and complete in all material respects when filed. Neither the Company nor any Acquired Corporation shall make any election or file any amended Tax Return reflecting any position that could result in a material adverse Tax consequence to Veeco, Acquisition or the Company or any Acquired Corporation for any period beginning on or after the Effective Time. All transfer, documentary, gross receipts, sales, use and property gains Taxes, and liabilities similar in nature, imposed or payable on the sale or transfer of the Acquired Corporations' business pursuant to this Merger Agreement or the consummation of any of the transactions contemplated hereby shall be paid by the Company. The Company shall timely file all required transfer Tax Returns and/or notices of the transfer of the Acquired Corporations' business with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to Authority. Veeco shall cooperate with the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including Company in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third partythe matters contemplated by this Section 5.10(a), exceptwhich cooperation shall include, without limitation, providing information and executing and delivering documents, in connection with the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company's or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of Acquired Corporations' obligations under this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(25.10(a); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as for those matters that would not reasonably be expected to havenot, individually or in the aggregate, have or would reasonably be expected to have a Parent Company Material Adverse Effect: (i) Parent and each of the Company and its Subsidiaries have prepared and 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 by any of them under applicable Law with the appropriate Governmental Entity it, and all such filed Tax Returns are complete correct and accuratecomplete; (ii) Parent and each of its Subsidiaries have paid all Taxes required shown to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves due on such Tax Returns have been established in accordance with GAAPtimely paid; (iii) as no deficiency with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries which has not been fully paid or adequately reserved in the Company SEC Documents; (iv) no audit or other administrative or court proceedings are pending with any Governmental Authority with respect to Taxes of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company or any of its Subsidiaries, and neither Parent nor no written notice thereof has been received; (v) there are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against the Company or any of its Subsidiaries has received written notice within and no power of attorney granted by the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary Subsidiaries with respect to any Taxes is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictioncurrently in force; and (ivvi) there are no liens for Taxes on any property each of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of the Company and its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement complied with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior all applicable Laws relating to the Closingpayment and withholding of Taxes.

Tax Matters. (a) Except as for those matters that would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect: (i) Parent and each of the Company and its Subsidiaries have prepared and has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file) ), all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity it, and all such filed Tax Returns are correct and complete and accuratein all respects; (ii) Parent and each of its Subsidiaries have paid all Taxes required shown to be due on such Tax Returns have been timely paid under applicable Law and all Taxes payable (whether or not actually shown on such Tax Returns) have, to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any Knowledge of them (including in connection with amounts paid or owing to any employeethe Company, independent contractor, creditor, customer, stockholder or other third party), except, been adequately reserved for in the case of clauses Company SEC Documents; (iiii) and (ii), no deficiency with respect to matters contested Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries, which has not been fully paid or adequately reserved in good faith or for which adequate reserves have been established the financial statements included in the Company SEC Documents in accordance with GAAP; (iiiiv) as no audit or other administrative or court proceedings are pending with any Governmental Authority with respect to Taxes of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Company or any of its Subsidiaries, and no written notice of threatened or proposed audit or proceeding has been received; (v) there are no Liens for Taxes other than Permitted Liens upon any assets of the Company or any of its Subsidiaries and (vi) since the Balance Sheet Date, neither Parent the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has incurred any liability for the Taxes of any Person (other than Parent or any in the ordinary course of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingbusiness.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect: be material to the Company Group, (i) Parent and each of the Company and its Subsidiaries have prepared has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all such filed Tax Returns are complete and accurateTaxes which have become due; (ii) Parent all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate and disclose all Taxes required to be paid under applicable Law paid; (iii) except as set forth on Section 5.25(a) of the Company Disclosure Schedule, all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed in writing or, to the appropriate Governmental Entity knowledge of the Company Group, threatened, with respect to Taxes of the Company or any Subsidiary or for which a Lien may be imposed upon any of the Company Group’s assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company or any Subsidiary for which a Lien may be imposed on any of the Company Group’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) the Company and have each Subsidiary has complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company or any Subsidiary; (vii) none of the assets of the Company Group is required to be treated as owned by another Person for U.S. federal income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986); (viii) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company Group; (ix) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the meaning of them (including in connection with amounts paid Section 7121 of the Code or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in analogous provision of the case of clauses (i) and (iiapplicable Law), with respect to matters contested in good faith the Company or for which adequate reserves have been established in accordance with GAAPany Subsidiary; (iiix) except as set forth on Section 5.25(a) of the date of this AgreementCompany Disclosure Schedule, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries no claim has received written notice within the past six years of any claim been made by a Governmental Entity, Taxing Authority in a jurisdiction where Parent the Company or any of its SubsidiariesSubsidiary has not paid any tax or filed Tax Returns, as applicable, does not file asserting that the Company or a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that in such jurisdiction; (ivxi) there are is no liens for Taxes on any property outstanding power of Parent attorney from the Company or any Subsidiary authorizing anyone to act on behalf of its Subsidiariesthe Company or a Subsidiary in connection with any Tax, except for Permitted LiensTax Return or Action relating to any Tax or Tax Return of the Company or any Subsidiary; (vxii) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 none of the Code; (vi) neither Parent nor Company or any of its Subsidiaries Subsidiary is, or has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is ever been, a party to or is bound by any Tax sharingsharing or Tax allocation Contract, allocation or indemnification agreement or arrangement (other than such an agreement any customary commercial contract the principal subject of which is not Taxes; and (xiii) none of the Company or arrangement (1) exclusively between any Subsidiary is currently or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into has ever been included in the Ordinary Course of Business), (B) has been a member of an affiliated, any consolidated, combined or unitary or combined group filing a consolidated federal income Tax Return (other than a group Tax Return that includes only the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingCompany Group.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Rovi Material Adverse Effect: , (i) Parent Rovi 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are were complete and accurateaccurate when filed; (ii) Parent Rovi and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPshown as due on such Tax Returns; (iii) neither Rovi nor any of its Subsidiaries has any liability for Taxes of any Person (other than Rovi or such Subsidiaries) pursuant to any Tax allocation or sharing agreement (other than an agreement entered into in the ordinary course of business and the principal purpose of which is not the allocation or sharing of Taxes), under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, or otherwise; (iv) as of the date of this Agreement, there are not pending or, to the Knowledge of ParentRovi, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent Rovi or any of its Subsidiaries, Subsidiaries and neither Parent Rovi nor any of its Subsidiaries has received written notice within the past six years given any currently effective waiver of any claim made by a Governmental Entity, statute of limitations in a jurisdiction where Parent or any respect of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted LiensTaxes; (v) neither Parent Rovi nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the Code; and (vi) neither Parent Rovi nor any of its Subsidiaries has participated in entered into any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor . It is agreed and understood that no representation or warranty of Rovi is made in respect of Tax matters in any Section of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (this Agreement other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes Section 4.8, this Section 4.12 and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing4.28.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all All material Tax Returns required to be filed by or on behalf of the Company and its subsidiaries have been filed when due (after giving effect to any valid extensions) in accordance with Applicable Law and are true, correct and complete in all material respects, (b) all material Taxes of them under applicable Law with the appropriate Governmental Entity Company and all such filed Tax Returns its subsidiaries that are complete due and accurate; (ii) Parent payable have been timely paid or withheld and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law remitted to the appropriate Governmental Entity Entity, (c) the Company and its subsidiaries have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; GAAP an adequate accrual for all Taxes on the most recent financial statements included in the SEC Reports filed prior to the date hereof, (iiid) as the income and franchise Tax Returns of the date of this AgreementCompany and its subsidiaries through the Tax year ended December 31, 2008 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, (e) there are not is no, claim, audit, action, suit, proceeding or investigation now pending or, or threatened in writing against or with respect to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations Company or other proceedings its subsidiaries in respect of Taxes of Parent any Tax or any of its SubsidiariesTax asset, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (ivf) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof, neither the Company nor any of this Agreement that its subsidiaries was purported a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code; , (vig) there are no liens for Taxes (other than Taxes not yet due and payable or Taxes being contested in good faith) upon any of the assets of the Company or any of its subsidiaries and (h) neither Parent the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); subsidiaries (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (Bi) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiariesthe Company), or (Cii) has any liability for the Taxes of any Person person (other than Parent the Company, or any subsidiary of its Subsidiariesthe Company) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Lawforeign law) or (iii) is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement the parties to which consist exclusively of the Company and its subsidiaries), as a transferee or successor; and (viiii) neither Parent nor Section 3.14 of the Company Disclosure Schedule contains a list of all jurisdictions (whether foreign or domestic) in which the Company or any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingsubsidiaries currently files Tax Returns.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared 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 under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are true, complete and accuratecorrect; (ii) Parent all material Taxes due and each payable by the Company or any of its Subsidiaries (whether or not shown as due on any Tax Return) have been paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party)on a timely basis, except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or and for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parentthe Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent the Company or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on upon any property of Parent the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries the Company has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent the Company nor any of its Subsidiaries has participated in received or applied for a Tax ruling from the U.S. Internal Revenue Service or entered into a “closing agreement” pursuant to Section 7121 of the Code (or any “listed transaction” within predecessor provision or any comparable provision of state, local or foreign Law) that will affect the meaning Company or any of Treasury Regulations Section 1.6011-4(b)(2)its Subsidiaries after the Closing; (vii) neither Parent the Company nor any of its Subsidiaries (A) is a party to or is bound by liable for any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any other Person (other than Parent or any of the Company and its Subsidiaries) under pursuant to Treasury Regulations Regulation Section 1.1502-6 (or any similar comparable provision of federal, state, local or non-U.S. foreign Law) or any Tax sharing agreement or Tax indemnity obligation (other than pursuant to any agreement or arrangement solely among Subsidiaries of the Company or a principal purpose of which is not the indemnification of Taxes), as a transferee or successor; and (viii) neither Parent the Company nor any of its Subsidiaries will be is a party to any currently effective waiver or other agreement extending the statute of limitation or period of assessment or collection of Taxes; and (ix) to the Knowledge of the Company, neither the Company nor any Subsidiary has received any written claim from any Governmental Entity in any jurisdiction in which the Company does not file Tax Returns that such entity is, or may be, required to include any item of income in, file Tax Returns or subject to exclude any item of deduction from, taxable income taxation in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingsuch jurisdiction.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared and subsidiaries has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them (except those under applicable Law with the appropriate Governmental Entity valid extension) and shall timely file all such filed Tax Returns are complete and accurate; due on or before the Closing Date (except those under valid extension), (ii) Parent the Company and each of its Subsidiaries have subsidiaries has timely paid all Taxes required to be paid under applicable Law (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 appropriate Governmental Entity and knowledge of the Company, has been threatened or proposed), except for deficiencies that have withheld been satisfied by payment, settled or been withdrawn, (v) all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) Company and (ii), with respect to matters contested in good faith or for which adequate reserves its subsidiaries have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, withheld and paid over to the Knowledge of Parentappropriate Tax authority, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and (vi) neither Parent the Company nor any of its Subsidiaries 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 within the past six years of any action, suit, proceeding, investigation, claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation byaudit against, or have an obligation to file an income Tax Return inwith respect to, that jurisdiction; any Taxes, and no such action, suit, proceeding, investigation, claim or audit is pending, (ivviii) there are no liens for Taxes on (other than Taxes not yet due and payable) upon any property of Parent the assets of the Company or any of its Subsidiariessubsidiaries, except for Permitted Liens; (vix) neither Parent the Company nor any of its Subsidiaries subsidiaries (A) has been a “controlled corporation” 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 “distributing corporation” 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 any distribution occurring during credit or other commercial agreements the two-year period ending on primary purpose of which does not relate to Taxes) or (C) has distributed the date stock of this Agreement another company in a transaction that was purported or intended to be governed by Section 355 or 361 of the Code; , (vix) neither Parent the Company nor any of its Subsidiaries subsidiaries has participated in 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 on or behalf of the Company and each of its subsidiaries for all Tax periods beginning on or after July 1, 2005, (xiii) neither the Company nor any of its subsidiaries has, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, been a “United States Real Property Holding Corporation” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); 897(c)(2) of the Code, (viixiv) there is no contract, agreement, plan or arrangement to which Company or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 162(m) of the Code, (xv) there is no contract, 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 (xvii) neither Parent the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries subsidiaries will be required to include any item of income in, or to gain or exclude any item of deduction from, or loss from taxable income in 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) any closing agreement, installment sale, or open transaction dispositiona change in method of accounting under Section 481 of the Code, (B) any accounting method change or a closing agreement with any Governmental Entity, or (C) any election pursuant to under Section 965(h) 7121 of the Code, (C) a deferred intercompany gain or excess loss account under Treasury Regulations promulgated under Section 1502 of the Code (or in the case of each caseof (A), made prior to the Closing(B) and (C), under any similar provision of applicable Law), (D) installment sale or open transaction disposition or (E) prepaid amount.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its SubsidiariesThe Company shall not, and neither Parent nor shall not permit any of its Subsidiaries to, (i) make or rescind any material express or deemed election relating to Taxes (including any election for any joint venture, partnership, limited liability company or other investment where the Company has received written notice within the capacity to make such binding election, but excluding any election that must be made periodically and is made consistent with past six years practice) except for elections made or changed in the ordinary course of business or as required by law, (ii) settle or compromise any claim made by a Governmental Entityclaim, in a jurisdiction action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except where Parent the amount of such settlement or any of its Subsidiaries, as applicable, compromise does not file a Tax Return, that Parent or exceed (a) the greater of 120% of the amount for such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending matter listed on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; Company's Fin 48 Tax Contingency Reserve Disclosure, dated March 31, 2007 (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries"Fin 48"), or (Cb) has any liability for the Taxes of any Person $2.5 million or (other than Parent or iii) change any of its Subsidiariesmethods of reporting income or deductions for income tax purposes from those employed in the preparation of its income Tax Returns that have been filed for prior taxable years except where such change would not have a material adverse effect on the Tax position of the Company and its Subsidiaries taken as a whole. During the period from the date hereof and continuing until the Effective Time, the Company (x) under Treasury Regulations Section 1.1502-6 shall keep Parent fully informed of the status of its discussions with any Tax authority in respect of any tax audit for which the balance on the Company's Fin 48 exceeds $2.5 million and shall consult with Parent in respect of, and give Parent the opportunity to participate in devising the strategy for dealing with such Tax authority in the course of such audit, (y) shall not propose in writing any settlement or other resolution to any similar provision audit other than as described in (ii) of federal, state, local this section 4.1(i) without Parent's prior consent (which consent shall not be unreasonably withheld or non-U.S. Lawdelayed), as a transferee or successor; and (viiiz) neither shall use reasonable efforts to keep Parent nor any informed of its Subsidiaries will be required to include any item all settlements of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after matters for which the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of balance on the Code, in each case, made prior to the ClosingCompany's Fin 48 disclosure exceeds $1.0 million.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth in Schedule 3.9, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent Carbite has ----------- filed all returns, reports and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns declarations required to be filed by for all periods prior to the Closing Date and has not extended any of them under applicable Law with the appropriate Governmental Entity and all time in which to file any such filed Tax Returns are complete and accurate; returns, reports or declarations, (ii) Parent Carbite has paid, at the time and each of its Subsidiaries have paid in the manner required, all Taxes required taxes shown to be paid under applicable Law to the appropriate Governmental Entity due on any returns, reports and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, declarations and is not delinquent in the case payment of clauses (i) any estimated taxes, and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as no audit or investigation of the date of this AgreementCarbite's liability for any Taxes is pending or in progress, there are and Carbite has not pending orreceived any notice of, to the Knowledge of Parent, threatened in writingand has no knowledge that, any auditssuch audit or investigation will be commenced or is threatened. Except as set forth in Schedule 3.9, examinations, investigations no deficiency or other proceedings adjustment in respect of Taxes which has been assessed against Carbite remains unpaid, and Carbite has no knowledge of Parent any unassessed tax deficiency proposed or threatened, or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent tax audits or investigations pending or threatened against Carbite or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date Subsidiary. For purposes of this Agreement that was purported or intended to be governed by Section 355 of and Section 4.9, the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of term "Tax" shall include all federal, state, local local, foreign or non-U.S. Law)other governmental income, as franchise, gross receipts, property, sales, use, transfer, estimated excise, employment and other taxes of any nature whatsoever including, without limitation all interest, penalties, fines, assessments and deficiencies related thereto. For purposes of this Section, the term "Carbite" shall include all subsidiaries and any affiliated, combined or unitary group of which each such corporation is or was a transferee or successor; member and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) and all corporations which Carbite owns stock representing at least 50 percent of the Code, in each case, made prior to total voting power or 50 percent of the Closingvalue of such corporation.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all All Tax Returns required to be filed by any of them under applicable Law the Company or ADSI with respect to the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateBusiness have been timely filed; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid shown on such Tax Returns or owing to any employee, independent contractor, creditor, customer, stockholder otherwise due or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves payable have been established in accordance with GAAPtimely paid; (iii) except as set forth on Schedule 5.23(a)(iii), no adjustment relating to any of the date of this Agreement, there are not pending orsuch Tax Returns has been proposed formally or informally by any Governmental Authority and, to the Knowledge knowledge of Parentthe Shareholders, threatened in writing, no basis exists for any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within such adjustment which could affect the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionAssets; (iv) there are no liens outstanding subpoenas or requests for Taxes on information with respect to any property of Parent such Tax Returns or any of its Subsidiaries, except for Permitted Liensthe periods corresponding thereto; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” there are no pending or a “distributing corporation” in any distribution occurring during to the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 knowledge of the CodeShareholders, threatened actions or proceedings for the assessment or collection of Taxes against the Company or ADSI; (vi) neither Parent nor there are no Tax liens on any assets of its Subsidiaries has participated the Company or ADSI; (vii) there is no agreement or arrangement that would result, separately or in the aggregate, in the payment of any “listed transactionexcess parachute payment” within the meaning of Treasury Regulations Section 1.6011-4(b)(2)280G of the Code by reason of the transactions contemplated hereby; (viiviii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Businessexcept as set forth on Schedule 5.23(a)(viii), (B) neither the Company nor ADSI has at any time been a member of an affiliatedany partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax potentially applicable as a result of such membership or holding has not expired; (ix) all Taxes required to be withheld, consolidatedcollected or deposited by the Company or ADSI have been timely withheld, unitary collected or combined group filing a consolidated federal income Tax Return deposited and, to the extent required, have been paid to the relevant Governmental Authority; (other than a group x) the common parent Company and ADSI have delivered to the Buyer true and complete copies of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of all federal, state, local or non-U.S. Law), as a transferee or successorand foreign income tax returns of the Company and ADSI for all open taxable years; and (viiixi) neither Parent nor any of its Subsidiaries will be required no Claim has been made since January 1, 2011 by a Governmental Authority in a jurisdiction in which Tax Returns are not filed by the Company or ADSI, that the Company or ADSI is subject to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingtaxation by that jurisdiction.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Material Subsidiaries have prepared 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 under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateaccurate in all material respects; (ii) Parent the Company and each of its Material Subsidiaries have paid all Taxes required that are shown as due on such filed Tax Returns or that the Company or any Material Subsidiary is obligated to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with withhold from amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder creditor or other third party), except, in the case of clauses (i) and (ii), except with respect to matters contested in good faith or for which adequate reserves such amounts that, individually or in the aggregate, could not reasonably be expected to have been established in accordance with GAAPa Company Material Adverse Effect; (iii) as of the date of this Agreement, there are not no pending or, to the Knowledge knowledge of Parentthe Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or Tax matters relating to the Company or any of its SubsidiariesMaterial Subsidiary which, and neither Parent nor any of its Subsidiaries has received written notice within if determined adversely to the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent Company or such Subsidiary is or may Material Subsidiary, could reasonably be subject expected to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictiona Company Material Adverse Effect; (iv) there are no liens deficiencies or claims for any Taxes on any property of Parent that have been proposed, asserted or assessed against the Company or any of its SubsidiariesMaterial Subsidiary which, except for Permitted Liensif 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) neither Parent nor any of its Subsidiaries has been a “controlled corporation” there are no material liens or a “distributing corporation” in any distribution occurring during claims for Taxes upon the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 assets of the CodeCompany or 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 (vi) neither Parent of the Company nor any Material Subsidiary has made an election under Section 341(f) of its Subsidiaries has participated in any “listed transaction” within the meaning Internal Revenue Code of Treasury Regulations Section 1.6011-4(b)(21986, as amended (the "Code"); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of . "Tax" means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, employment, unemployment disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or non-U.S. Law)assessments of any nature whatsoever, as a transferee or successor; together with all interest, penalties, fines and additions to tax imposed with respect to such amounts and any interest in respect of such penalties and additions to tax. "Tax Return" means all returns and reports (viiiincluding elections, claims, declarations, disclosures, schedules, estimates, computations and information returns) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or be supplied to exclude any item of deduction from, taxable income a Tax authority in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant jurisdiction relating to Section 965(h) of the Code, in each case, made prior to the ClosingTaxes.

Tax Matters. (a) Except as would not reasonably be expected With respect to have, individually or in the aggregate, a Parent Material Adverse EffectTaxes and Tax ----------- Returns: (i) Parent and each of its Subsidiaries have prepared the Companies has filed all federal and timely filed (taking into account any extension of time within which to file) all state, local and foreign Tax Returns required to be have been filed by any of them under applicable Law with on or prior to the date hereof or appropriate Governmental Entity extensions therefor have been properly obtained, and all such filed Tax Returns are complete true, correct and accuratecomplete; (ii) Parent and each of its Subsidiaries have paid all Taxes required shown to be due on such Tax Returns have been collected, withheld and/or timely paid under applicable Law (as appropriate) to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid taxing authority or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or extensions for which adequate reserves payment have been established in accordance with GAAPduly obtained, or such Taxes are being timely and properly contested; (iii) as none of the date Companies has waived or extended by agreement any statute of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, limitations for any audits, examinations, investigations or other proceedings taxable period in respect of Taxes of Parent its Tax Returns or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionTaxes; (iv) no such Tax Returns are the subject of a pending audit by the applicable taxing authority and no notice of the commencement of any such audit has been received, and there are no disputes with, and no notice (including notices of deficiency or proposed assessments) of the commencement of any such dispute has been received from, any taxing authority which are the subject of any litigation, administrative proceeding or other formal dispute; (v) all claims or deficiencies asserted or assessments made as a result of any audit of such Tax Returns by any taxing authority have been paid in full or adequately provided for on the Annual Balance Sheet, or subsequent regularly prepared balance sheets of the Companies, or are being timely contested as indicated on the Disclosure Schedule, and there is no reasonable basis for the assertion of any such deficiencies, claims or assessments; (vi) there are no liens for Taxes on any property of Parent or upon any of its Subsidiariesthe assets of the Companies, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2)statutory liens for current Taxes not yet due; (vii) neither Parent nor there is no election or consent to have Code Section 341(f)(2) apply to any disposition of "subsection (f) asset" (as such term is defined in Code Section 341(f)(4)) owned by any of its Subsidiaries the Companies; (Aviii) no Company is a party to or is bound by otherwise subject to any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in anticipation of the Ordinary Course of BusinessClosing (considered individually or in the aggregate), not in accordance with past practice and not required by this Agreement, that would have a material adverse tax consequence to the Buyer, its affiliates or the Companies, (Bix) no Company has been a member made an election or is required to treat any material assets of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability Companies as owned by another person for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law)foreign income tax purposes, as a transferee or successor; and (viiix) neither Parent nor there is no private letter ruling related to Taxes issued to the Sellers by, or any closing agreement executed with, any taxing or other Governmental Authority that will be binding upon any of its Subsidiaries will be required to include any item of income in, the Companies or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending the Buyer after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.. 4.1.16

Tax Matters. (ai) Except The Company has timely filed or will file all required Tax Returns and all such Tax Returns were true, correct and complete; (ii) all Taxes shown as would owing by the Company on all such Tax Returns have been fully paid or properly accrued; (iii) the provision for Taxes on the November 30 Balance Sheet is sufficient for all accrued and unpaid Taxes of the Company as of the date thereof; (iv) the Company has not reasonably be expected incurred or become subject to haveany material Tax, either individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of since the date of this Agreement, there are the November 30 Balance Sheet except for Taxes incurred in the ordinary course of business consistent with past practices; (v) no deficiency or proposed adjustment which has not pending or, been paid or resolved has been asserted or assessed in writing by any taxing authority against the Company; (vi) the Company has not consented to extend the time in which any Tax may be assessed or collected by any taxing authority; (vii) to the Knowledge of Parentthe Company, threatened in writingthere are no ongoing or pending Tax audits by any taxing authority against the Company, nor is there any audits, examinations, investigations litigation pending or other proceedings in proposed with respect of Taxes of Parent or to any of its Subsidiariesmaterial Tax liability relating to the Company, and neither Parent nor the Company has not been notified in writing by any of its Subsidiaries has received written notice within the past six years of taxing authority that any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income material Tax Return in, that jurisdictionwill be examined; (ivviii) there are no liens Liens (other than Permitted Liens) for Taxes on any property upon the assets, properties, earnings or business of Parent or any of its Subsidiaries, except for Permitted Liensthe Company; (vix) neither Parent nor the Company is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” "excess parachute payment" within the meaning of Treasury Regulations Section 1.6011-4(b)(2280G of the Code (or any corresponding provision of state, local or foreign Tax law); (viix) neither Parent nor any of its Subsidiaries (A) the Company is not a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement sharing agreement; (other than such an agreement or arrangement (1xi) exclusively between or among Parent and/or its Subsidiaries or (2) the Company has not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiariesthe Company), or (C) and the Company has any no liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local local, or non-U.S. Lawforeign law), as a transferee or successor, by contract, or otherwise; (xii) the Company currently is not the beneficiary of any extension of time within which to pay any Tax or to file any Tax Return; (xiii) the Company has withheld and (viii) neither Parent nor any of its Subsidiaries will be paid all Taxes required to include have been withheld and paid in connection with amounts paid or owing to any item of income inemployee, independent contractor, creditor, stockholder, or to exclude any item other third party; (xiv) no property of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result Company is "tax-exempt use property" within the meaning of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h168(h) of the Code; (xv) the Company is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954; (xvi) the Company has disclosed on its federal income Tax Returns all positions taken therein that could reasonably give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662; (xvii) the Company has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii); and (xviii) no power of attorney has been granted by the Company with respect to any matter relating to Taxes which is currently in force. The Company has delivered to Buyer correct and complete copies of all federal income Tax Returns, in each caseexamination reports, made prior and statements of deficiencies assessed against or agreed to by the ClosingCompany since December 31, 2001.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth in Schedule 3.3(c) hereto, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent 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 prior to the date hereof with respect to the Company, or any of them under its income, properties, franchises or operations have been filed, each such Tax Return has been prepared in compliance with all applicable Law with the appropriate Governmental Entity laws and regulations, and all such filed Tax Returns are true, complete and accurateaccurate in all respects. All Taxes due and payable by or with respect to the Company have been paid or accrued on the Current Balance Sheet or will be accrued on its books and records as of the Closing. Except as set forth in Schedule 3.3(c) hereto: (i) with respect to each taxable period of the Company, no taxable period has been audited by the relevant taxing authority; (ii) Parent and each no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld has been asserted or assessed by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPtaxing authority; (iii) as of the date of this Agreement, there are Company has not pending or, consented to extend the Knowledge of Parent, threatened time in writing, which any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, assessed or have an obligation to file an income Tax Return in, that jurisdictioncollected by any taxing authority; (iv) there are no liens the Company has not requested or been granted an extension of the time for Taxes on filing any property of Parent or any of its Subsidiaries, except for Permitted LiensTax Return to a date later than the Closing Date; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” there is no action, suit, taxing authority proceeding, or a “distributing corporation” audit or claim for refund now in any distribution occurring during progress, pending or threatened against or with respect to the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the CodeCompany regarding Taxes; (vi) neither Parent nor the Company has not made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of its Subsidiaries has participated in any “listed transaction” within state, local or foreign law) on or prior to the meaning of Treasury Regulations Section 1.6011-4(b)(2)Closing Date; (vii) neither Parent nor any there are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of its Subsidiaries the Company; (viii) the Company will not be required (A) is as a party result of a change in method of accounting for a taxable period ending on or prior to or is bound by the Closing Date, to include any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1adjustment under Section 481(c) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in of the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 Code (or any similar corresponding provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viiiforeign law) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, in taxable income in for any taxable period (or portion thereof) ending beginning after the Closing Date or (B) as a result of (A) any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, installment salelocal or foreign law), to include any item of income or open transaction dispositionexclude any item of deduction from any taxable period (or portion thereof) beginning after the Closing Date; (ix) the Company is not a party to or bound by any tax allocation or tax sharing agreement or has any current or potential contractual obligation to indemnify any other Person with respect to Taxes; (x) there is no basis for any assessment, deficiency notice, 30-day letter or similar notice with respect to any Tax to be issued to the Company with respect to any period on or before the Closing Date; (Bxi) the Company has not made any accounting method change payments, and is or agreement will not become obligated (under any contract entered into on or before the Closing Date) to make any payments, that will be non-deductible under Section 280G of the Code (or any corresponding provision of state, local or foreign law); (xii) the Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code (or any corresponding provision of state, local or foreign law) during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code (or any corresponding provision of state, local or foreign law); (xiii) no claim has ever been made by a taxing authority in a jurisdiction where the Company does not file Tax Returns that is or may be subject to Taxes assessed by such jurisdiction; and (xiv) the Company has no permanent establishments in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xv) true, correct and complete copies of all income and sales Tax Returns filed by or with respect to the Company for the past two years has been furnished or made available to the Purchaser; (xvi) the Company will not be subject to any Governmental Entity, or (C) Taxes for the period ending at the Closing Date for any election period for which a Tax Return has not been filed imposed pursuant to Section 965(h) 1374 or Section 1375 of the CodeCode (or any corresponding provision of state, local or foreign law); (xvii) no sales or use tax or property transfer tax (other than sales tax on aircraft, boats, mobile homes and motor vehicles), non-recurring intangibles tax, documentary stamp tax or other excise tax (or comparable tax imposed by any Governmental Authority) will be payable by the Company or the Purchaser by virtue of the transactions completed in each case, made prior this Agreement; (xviii) the Company has collected and remitted to the Closingappropriate governmental authority all taxes related to employees, including FICA and federal and state wage withholding.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all All Tax Returns that are required to be filed by any of them under applicable Law or with respect to CB and the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; Bank have been duly filed, (ii) Parent and each of its Subsidiaries have paid all Taxes shown to be due on the Tax Returns referred to in clause (i) have been paid in full, (iii) except as set forth in Section 5.02(n) of CB and the Bank’s Disclosure Schedule, the Tax Returns referred to in clause (i) have been examined by the IRS or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, (iv) all deficiencies asserted or assessments made as a result of such examinations have been paid under applicable Law to in full, (v) no issues that have been raised by the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including relevant taxing authority in connection with amounts paid or owing the examination of any of the Tax Returns referred to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses clause (i) and are currently pending, (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iiivi) as of the date of this Agreement, there are not no pending or, to CB and the Knowledge of ParentBank’s knowledge, threatened in writingsuits, any proceedings, actions or claims and, to CB and the Bank’s knowledge, no pending or threatened audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, for or relating to any tax liability with respect to CB or the Bank, and (vii) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of CB or the Bank. CB and the Bank have made prior or will make available to Clear true and correct copies of the ClosingUnited States federal income Tax Returns filed by it or its Affiliates for each of the three most recent fiscal years ended on or before December 31, 2021. Neither CB nor the Bank has any liability with respect to income, franchise or similar Taxes that accrued on or before the end of the period ended December 31, 2021 in excess of the amounts accrued with respect thereto that are reflected in the Financial Statements.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared and Company Subsidiary has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateit; (ii) Parent all such Tax Returns are true, complete and each of its Subsidiaries have paid accurate in all material respects and all Taxes required to be paid under applicable Law to the appropriate Governmental Entity shown as due on such Tax Returns and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves otherwise due have been established in accordance with GAAPtimely paid; (iii) as neither the Company nor any Company Subsidiary has waived or has been requested in writing to waive (or agreed to any extension of) any limitations period in respect of the date of this Agreement, Taxes; (iv) no adjustment relating to such Tax Returns has been proposed in writing by any Tax authority; (v) there are not no pending or, to the Knowledge of ParentCompany’s Knowledge, threatened in writing, any audits, examinations, investigations actions or other proceedings in respect for the assessment or collection of Taxes of Parent against the Company or any of its Subsidiaries, and Company Subsidiary; (vi) neither Parent the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Company Subsidiary is a party to any Tax sharing or may be subject to income taxation byTax allocation agreement, or have an has any obligation to file an income under any Tax Return in, that jurisdictionindemnity arrangement; (ivvii) there are no liens for Taxes on any property upon the assets of Parent the Company or any of its Subsidiaries, except Company Subsidiary (other than liens for Permitted Liensproperty taxes not yet due and payable); (vviii) all Taxes which the Company or any Company Subsidiary is required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid or accrued, or reserved against and entered on the books of the Company and the applicable Company Subsidiary in accordance with GAAP; and (ix) neither Parent the Company nor any of its Subsidiaries Company Subsidiary has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” United States real property holding corporation within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii897(c)(2) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into the Code during the applicable period specified in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h897(c)(1)(A)(ii) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to haveNone of the Shares is “taxable Canadian property” within the meaning of the ITA. None of the Shares derives, individually or in and none of them has at any time within the aggregatepast 60 months derived, a Parent Material Adverse Effect: (i) Parent and each more than 50% of its Subsidiaries have fair market value directly or indirectly from or... (b) The Corporation has prepared and timely filed (taking into account any extension of time within which to file) when due with each relevant Governmental Authority all Tax Returns required to be filed by or on behalf of the Corporation in respect of any of them under applicable Law with the appropriate Governmental Entity and all Taxes. All such filed Tax Returns are correct and complete in all materi... (c) The Corporation has paid in full and accurate; (ii) Parent and each of its Subsidiaries have paid when due all Taxes required to be paid under applicable Law by it, whether or not such Taxes are shown on a Tax Return or on any assessments or reassessments. (d) No assessments or reassessments of the Taxes of the Corporation are currently the subject of an objection or appeal, no audit by any Governmental Authority of the Corporation is currently ongoing and there are no outstanding issues which have been... (e) Except as set forth on Schedule 2.1(22), the Corporation has withheld from each payment made to the appropriate Governmental Entity any Person, including any of its present or former Employees, officers and have withheld directors, and all Taxes required Persons who are or are deemed to be withheld by non-residents of Cana... (f) The terms and conditions made or imposed in respect of every transaction (or series of transactions) between the Corporation and any Person that is (i) a non-resident of them Canada for purposes of the ITA, and (including in connection ii) not dealing at arm’s length with amounts paid the... (g) The Corporation has made or owing obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the ITA with respect to all material transactions between it and any employeenon-resident of Canada with whom it was not dealing at arm’... (h) There are no transactions or events that have resulted, independent contractor, creditor, customer, stockholder or other third party), exceptand no circumstances existing which could result, in the case application to the Corporation of clauses sections 80, 80.01, 80.02, 80.03, 80.04 of the ITA or any analogous provision of any comparable law ... (i) and The Corporation has not incurred any deductible outlay or expense owing to a Person not dealing at arm’s length (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as purposes of the date ITA) with the Corporation, the amount of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entitywhich would, in a jurisdiction where Parent or any the absence of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) filed under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.paragraph 78(1)(b...

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent Triarc and each of its Subsidiaries have prepared in material compliance with the prescribed manner and timely filed within the time required by applicable Law (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them under applicable Law with all relevant Governmental Entities for all taxation or fiscal periods ending prior to the appropriate Governmental Entity date hereof, and all such filed Tax Returns are complete and accurate; neither Triarc nor any of its Subsidiaries participate in the CAP, (ii) Parent Triarc and each of its Subsidiaries have paid all material Taxes required to be paid under applicable Law to the appropriate Governmental Entity shown thereon as owing and have withheld all material Taxes required to be withheld otherwise owed by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested Triarc or any of its Subsidiaries within the time required by applicable Law and have paid all material assessments and material reassessments they have received in good faith or for which respect of Taxes, (iii) Triarc’s financial statements reflect full and adequate reserves have been established for all material unpaid Taxes payable by Triarc and its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements and neither Triarc nor any of its Subsidiaries has incurred any material Tax liability since the date of such financial statements other than for Taxes arising in accordance with GAAP; the ordinary course of business and (iiiiv) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of ParentTriarc, threatened in writingthreatened, any audits, examinations, investigations assessments, reassessments or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity(except, in a jurisdiction where Parent the case of clause (i), (ii) or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens above, with respect to matters contested in good faith and for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has which adequate reserves have been a “controlled corporation” or a “distributing corporation” established in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2accordance with GAAP); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company and each of its Subsidiaries have prepared 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 under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns (taking into account all amendments thereto) are complete and accurateaccurate in all material respects; (ii) Parent the Company and each of its Subsidiaries have paid on a timely basis all material Taxes required to be paid under applicable Law to the appropriate Governmental Entity that are due and have withheld all Taxes required to be withheld payable by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party)them, except, in the case of clauses clause (i) and or clause (ii)) hereof, with respect to matters for Taxes contested in good faith or and for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not no pending or, to the Knowledge knowledge of Parentthe Company, threatened in writingthreatened, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionTaxes; (iv) there are no liens Liens for any material amount of Taxes on any property of Parent the assets of the Company or any of its Subsidiaries, except for Subsidiaries other than Permitted Liens; (v) neither Parent nor none of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement last 30 months that was purported or intended to be governed by Section 355 of the CodeCode (or any similar provision of state, local or non-U.S. Law); (vi) no material claim has ever been made by a Taxing Authority of a jurisdiction where the Company or one of its Subsidiaries has not filed Tax Returns claiming that the Company or such Subsidiary is or may be subject to taxation by that jurisdiction; (vii) the Company and its Subsidiaries have withheld and paid all material 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; (viii) neither Parent the Company nor any of its Subsidiaries is a party to or bound by any obligation under any Tax sharing or similar agreement or arrangement; (ix) there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection, assessment or reassessment of, Taxes due from the Company or any of its Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending; (x) neither the Company nor any of its Subsidiaries has participated in any “listed reportable transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-4(b)(2)4(b) or comparable provisions of any other applicable Tax law; and (viixi) neither Parent the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has ever been a member of an affiliated, consolidatedcombined, consolidated or unitary or combined Tax group for purposes of filing a consolidated federal income any Tax Return (other than a group of which the Company or one of its Subsidiaries is the common parent of which is or was Parent or any of its Subsidiaries), parent) or (CB) has any liability for the Taxes of any Person (other than Parent the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of U.S. federal, U.S. state, local U.S. local, or non-U.S. Law)law, or as a transferee or successor; , by contract or otherwise. Notwithstanding any other representation and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income inwarranty in this Article IV, or to exclude any item of deduction from, taxable income the representations and warranties contained in any taxable period (or portion thereof) ending after Section 4.8 and 4.11 constitute the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) sole representations and warranties of the Code, in each case, made prior Company relating to the ClosingTaxes.

Tax Matters. (a) Except (A) as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse EffectEffect or (B) with respect to matters for which adequate reserves have been established in accordance with GAAP: (i) Parent 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 any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are true, complete and accurate; (ii) Parent the Company and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthem; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of Parentthe Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent the Company or any of its Subsidiaries, and ; (iv) neither Parent the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a proposed or determined Tax deficiency or assessment from any Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent the Company nor any of its Subsidiaries or any predecessor has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, or has made any request in writing for any such extension or waiver; (vi) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the CodeCode (other than a distribution from one member of an affiliated group to another member of such group, as defined in Section 1504(a) without regard to the exceptions set forth in Section 1504(b)); (vivii) neither Parent the Company nor any of its Subsidiaries has participated in entered into any “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Law; (viiviii) the Company and each of the Subsidiaries have withheld and paid all Taxes required to be withheld and paid in connection with amounts paid and owing to any employee, independent contractor, creditor, stockholder or other third party (whether domestic or foreign); (ix) neither Parent the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability Liability for the Taxes of any Person (other than Parent or any of the Company and its Subsidiaries) Subsidiaries under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. foreign Law); (x) there are no adjustments under Section 481 of the Code (or any similar adjustments under corresponding foreign, as a transferee state or successor; and (viiilocal Laws) neither Parent nor that are required to be taken into account by the Company or any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date by reason of a change in method of accounting in any taxable period ending on or before the Closing Date; (xi) none of the Company or any Subsidiary has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any Subsidiary was required to file any Tax Return that was not filed; and (xii) none of the assets of the Company or any Subsidiary: (a) is property that is required to be treated as a result being owned by any other person pursuant to the provisions of (Aformer Section 168(f)(8) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, of the Internal Revenue Code of 1954; or (Cb) any election pursuant to is “tax-exempt use property” within the meaning of Section 965(h168(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as All taxes, including, without limitation, income, excise, property, sales, transfer, use, franchise, payroll, employees' income withholding and social security taxes imposed or assessed by the United States or by any foreign country or by any state, municipality, subdivision or instrumentality of the United States or of any foreign country, or by any other taxing authority, which are due and payable by the Company or its subsidiary, and all interest, penalties and additions thereon, whether disputed or not, have been paid in full or are adequately reserved for in the Financial Statements; all tax returns or other documents required to be filed in connection therewith have been accurately prepared and duly and timely filed, except for tax returns the non-filing of which in the aggregate would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect: (i) Parent Effect on the Company or its subsidiary; and each neither the Company nor its subsidiary is the beneficiary of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to filefile any such returns. Neither the Company nor its subsidiary has been delinquent in the payment of any foreign or domestic tax, assessment or governmental charge or deposit and has no tax deficiency or claim outstanding, assessed or, to its knowledge, proposed against it, and there is no basis for any such deficiency or claim. No issues have been raised (or are currently pending) all Tax Returns required to be filed by the Internal Revenue Service or any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including other taxing authority in connection with amounts paid any of the returns and reports referred to above, and no waivers of statutes of limitations have been given or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), requested with respect to matters contested the Company or its subsidiary in good faith or connection therewith. The provisions for which adequate reserves have been established taxes in accordance with GAAP; (iii) as the Financial Statements are sufficient for the payment of all accrued and unpaid federal, state, county and local taxes of the date Company or its subsidiary. (b) The Company is not now and has never been a "United States real property holding corporation," as defined in Section 897(c)(2) of this Agreementthe Internal Revenue Code of 1986, there are not pending or, to as amended (the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries"Code"), and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (ivSection 1.897-2(b) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; Regulations promulgated by the Internal Revenue Service, and the Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns which are required under Section 1.897-2(h) of such Regulations. (vic) neither Parent Neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) subsidiary is a party to or is bound by any Tax sharingtax indemnity, tax sharing or tax allocation or indemnification agreement or arrangement agreement. (other than such an agreement or arrangement (1d) exclusively between or among Parent and/or its Subsidiaries or (2) The Company is not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been presently a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group of corporations within the common parent meaning of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) 1504 of the Code. The Company was formerly a member of an affiliated group of corporations within the meaning of Section 1504 of the Code. As a former member of such group, in each casethe Company did not assume any tax liability or asset under a tax sharing arrangement for its share of a consolidated tax liability or a consolidated tax loss, made prior to nor was there a tax liability or asset assumed upon leaving the Closing.affiliated group. 2.12

Tax Matters. (a) Except as would not reasonably be expected to have, individually or set forth in the aggregate, a Parent Material Adverse EffectSchedule 4.32: (i) Parent and each of its Subsidiaries have prepared Each Acquired Company has duly and timely filed all Tax Returns (taking into account any extension of time within all available extensions) in all jurisdictions in which to file) all Tax Returns are required to be filed by or with respect to it, and has paid all Taxes (whether or not shown on any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateReturns) which have become due; (ii) Parent all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate in all material respects and disclose all material Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPpaid; (iii) as of the date of this Agreementthere is no Action, there are not pending or proposed or, to the Knowledge of Parentthe Sellers, threatened in writingthreatened, any audits, examinations, investigations or other proceedings in with respect of to Taxes of Parent any Acquired Company or for which a Lien may be imposed upon any of its Subsidiariesthe Acquired Companies’ assets (other than liens for Taxes not yet due and payable) and, and neither Parent nor any to the Knowledge of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental EntitySellers, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionno basis exists therefor; (iv) there are no liens statute of limitations in respect of the assessment or collection of any Taxes of any Acquired Company for Taxes which a Lien may be imposed on any property of Parent the Acquired Companies’ assets has been waived or any of its Subsidiariesextended, except for Permitted Lienswhich waiver or extension is in effect; (v) neither Parent nor any each Acquired Company has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended Taxes, including sales and use Taxes and amounts required to be governed withheld for Taxes of employees, independent contractors, creditors, equityholders (including any members of such Acquired Company) or other third parties, and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by Section 355 such Acquired Company, determined in each case without regard to any provision of the Code2020 Tax Acts; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.none of

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent The Company has duly filed all income and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all other material Tax Returns which are required to be filed by any of them under applicable Law with the appropriate Governmental Entity it, and has paid all such filed Tax Returns are complete and accuratematerial Taxes which have become due; (ii) Parent all such Tax Returns are true, correct and each complete and accurate in all material respects; (iii) there is no Action, pending or proposed in writing, with respect to a material amount of its Subsidiaries have paid all Taxes required of the Company; (iv) no statute of limitations in respect of the assessment or collection of any material amount of Taxes of the Company for which a Lien may be imposed on any of the Company’s assets has been waived or extended (other than Permitted Liens or pursuant to be paid under applicable Law automatic extensions of time to file Tax Returns obtained in the ordinary course of business), which waiver or extension is in effect; (v) to the appropriate Governmental Entity Knowledge of the Company, the Company has withheld or collected and have withheld paid over to the applicable Taxing Authority all material Taxes required to be withheld or collected by any of them (including the Company in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iiivi) as the Company has not requested any letter ruling from the IRS (or any comparable ruling from any other Taxing Authority); (vii) there is no Lien (other than Permitted Liens) for material Taxes upon any of the date assets of this Agreement, there are the Company; (viii) the Company has not pending or, to the Knowledge of Parent, threatened in writing, received any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by request from a Governmental Entity, Taxing Authority in a jurisdiction where Parent the Company has not paid any material Tax or any of its Subsidiaries, as applicable, does not file a filed material Tax Return, Returns asserting that Parent or such Subsidiary the Company is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that in such jurisdiction; (ivix) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) Company is not a party to or is bound by any Tax sharing, Tax indemnity or Tax allocation or indemnification agreement or arrangement Contract (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and a contract entered into in the Ordinary Course ordinary course of Business)Business consistent with past practices, (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent primary purpose of which is or was Parent or any of its Subsidiariesnot related to Taxes), or ; (Cx) the Company has any no material liability for the Taxes of any other Person (other than Parent or any a Subsidiary of its Subsidiariesthe Company): (1) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. applicable Law), (2) as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, successor or (C3) any election pursuant to otherwise by operation of applicable Law; (xi) the Company is not a “United States real property holding corporation” within the meaning of Section 965(h897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, ; and (xii) the Company has not been a party to any “listed transaction” as defined in each case, made prior to Section 6707A(c)(2) of the ClosingCode and Treasury Regulation Section 1.6011-4(b)(2).

Tax Matters. (a) Except as has not had and as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect: , (i) Parent the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time validly obtained within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete true, correct and accuratecomplete; (ii) Parent the Company and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all by any of them (whether or not shown on any Tax Return), including any Taxes required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, partner, independent contractor, creditor, customer, stockholder or other third party)with respect to any payments of royalties, except, in the case of clauses clause (i) and or clause (ii)) hereof, with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of Parentthe Company, threatened in writingthreatened, any audits, examinations, investigations or other proceedings or claims in respect of Taxes; (iv) there are no Liens for Taxes on any of Parent the assets of the Company or any of its Subsidiaries, and neither Parent nor Subsidiaries other than Liens for Taxes not yet due; (v) all deficiencies asserted or assessed by a Governmental Entity for Taxes payable by or on behalf of the Company or any of its Subsidiaries have been paid in full, settled or adequately provided for in accordance with GAAP unless being contested in good faith or for which adequate reserves have been established in accordance with GAAP; (vi) no claim has received written notice within the past six years of any claim been made by a any Governmental Entity, Entity in a jurisdiction where Parent the Company or any of its Subsidiaries, as applicable, Subsidiary does not file a Tax Return, Return that Parent the Company or any such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, by that jurisdiction; and (ivvii) there are no liens for Taxes on any property none of Parent the Company or any of its Subsidiaries, except for Permitted Liens; Subsidiaries (vA) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement last two years that was purported or intended to be governed by Section 355 of the Code; , (viB) neither Parent nor any of its Subsidiaries is, or has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is been, a party to or to, nor is it bound by or required to make any payment under, any Tax sharing, Tax indemnity, Tax allocation or indemnification similar Tax agreement, contract, arrangement, plan, understanding or practice (including any advance pricing agreement, closing agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related relating to Taxes and entered into in the Ordinary Course of Business), (Bwith any Governmental Entity) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has have any liability for the any Taxes of any Person (person other than Parent or any of the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, by Law or to exclude any item of deduction from, taxable income in any taxable period (contract or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction dispositionotherwise, (BC) waived any accounting method change statute of limitations with respect to Taxes which has not since expired or agreement agreed to any extension of time with respect to a Tax assessment or deficiency which has not since expired, (D) requested a private letter ruling from the IRS or any comparable Tax ruling from any other Governmental Entity, or (C) entered into any election pursuant to “closing agreement” as described in Section 965(h) 7121 of the CodeCode (or any agreement under any corresponding or similar provision of non-U.S., state or local Tax law), (E) has been a “United States real property holding corporation” within the meaning of Section 897 of the Code during the applicable period specified therein, or (F) has engaged in each case, made prior any transaction that has given rise to a disclosure obligation as a “reportable transaction” or a “listed transaction” under Section 6011 of the ClosingCode and the regulations promulgated thereunder.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or set forth in Section 3.8(a) of the aggregate, a Parent Material Adverse EffectSeller Disclosure Schedule: (i) Parent Services I, Services II, Services, LP and each of its Subsidiaries have prepared and Company Subsidiary has timely filed (taking into account any extension of time within which to fileor has had filed on its behalf) with appropriate taxing authorities all material Tax Returns required to be filed by any it or, for periods during which Services I, Services II or Services, LP is a member, the affiliated group filing a consolidated federal income tax return the common parent of them under applicable Law with which is DQE on or prior to the appropriate Governmental Entity date hereof, such Tax Returns (as defined in Section 3.8(b)) are correct, complete and accurate in all material respects, and all such filed material Taxes (as defined in Section 3.8(b)) owed by Services I, Services II, Services, LP and each Company Subsidiary (whether or not shown on any Tax Returns are complete and accurateReturn) have been paid; (ii) Parent all material Tax withholding and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid deposit requirements imposed on or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith Services I, Services II, Services, LP and each Company Subsidiary (including any withholding with respect to wages or for which adequate reserves other amounts paid to employees) have been established satisfied in accordance with GAAPfull in all material respects; (iii) as there are no liens for Taxes upon any property or assets of the date of this AgreementCompany, there are except for liens for Taxes not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, yet due and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdictionpayable; (iv) there are no liens for outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liensdeficiencies against the Company; (v) neither Parent Services I, Services II, Services, LP nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) Company Subsidiary has been a member of an affiliated, consolidated, unitary or combined any affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Seller or was Parent DQE); (vi) each of Services I and Services II is, and has been at all times during its existence, properly disregarded as an entity separate from its owner for federal income Tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(ii) and has not at any time during its existence made any election pursuant to Treasury Regulation Section 301.7701-3(c) to be classified as an association taxable as a corporation for federal income tax purposes; (vii) Services, LP has properly made an election pursuant to Treasury Regulation Section 301.7701-3(c) to be classified as an association taxable as a corporation for federal income Tax purposes; (viii) no claim has ever been asserted in writing by any Tax authority in a jurisdiction where Services I, Services II, Services, LP, or any of its Subsidiaries)Company Subsidiary does not file Tax Returns that Services I, Services II, Services, LP, or any Company Subsidiary is or may be subject to taxation by such jurisdiction; (Cix) Services II is not, and has never been at any time during its existence, a limited liability for company or corporation that does business in the Taxes state of any Person (other than Parent Texas, organized in the state of Texas, or authorized to do business in the state of Texas, as set forth in Section 171.001 of the Texas Tax Code or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (other applicable Texas statute, regulation, or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successorpronouncement; and (viiix) neither Parent Services I, Services II, Services, LP nor any of its Subsidiaries will be required Company Subsidiary is a party to include any item of income inagreement, contract, arrangement or to exclude any item of deduction fromplan that has resulted or would result, taxable income separately or in any taxable period (or portion thereof) ending after the Closing Date as a result aggregate, in the payment of (A) any closing agreement"excess parachute payment" within the meaning of Section 280G of the Tax Code (or any corresponding provision of state, installment sale, local or open transaction disposition, foreign Tax law) or (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to amount that will not be fully deductible as a result of Section 965(h162(m) of the CodeTax Code (or any corresponding provision of state, in each case, made prior to the Closinglocal or foreign Tax law).

Tax Matters. (a) Except as would not reasonably be expected to haveotherwise disclosed in Schedule 3.23(a), individually or in the aggregate, a Parent Material Adverse Effect: (i) Parent and each of its Subsidiaries have prepared and timely the Company has filed (taking into account or joined in the filing of) when due all Tax Returns required by applicable law to be filed with respect to the Company 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 (whether or not shown on any Tax Return) or to which the Company may be liable under Treasury Regulationsss.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 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) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Company in respect of any Tax or assessment, nor is any claim for additional Tax or assessment asserted by any Governmental Agency; (vi) since April 19, 2004, no claim has been made by any Governmental Agency in a jurisdiction where the Company does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction, nor to the Seller's Knowledge is any such assertion threatened; (vii) there is no outstanding request for any extension of time within which to file) all pay any Taxes or file any Tax Returns required to be filed by (viii) there has been no waiver or extension of any applicable statute of them under applicable Law with limitations for the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateassessment or collection of any Taxes of the Company; (iiix) Parent the Company is not a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; (x) 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 have (xi) the Company has withheld and paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all material Taxes required to be withheld by any of them (including in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity, in a jurisdiction where Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction; (iv) there are no liens for Taxes on any property of Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) neither Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.