Common use of Tax Representations Clause in Contracts

Tax Representations. Each Merged Entity, severally and not jointly, represents and warrants to the Company as of the date hereof that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority.

Tax Representations. Each Merged Entity, severally and not jointly, Seller represents and warrants to the Company Buyer as of the date hereof that that, except as set forth in the Balance Sheet (including the notes thereto) or in Section 9.01 of the Disclosure Schedule, (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity the Company or any Subsidiary on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b) such Merged Entity has the Company and the Subsidiaries (or, in the case of a Return of a Limited Tax Group, Limited Brands) have timely paid all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material Tax, (e) such Merged Entity each of the Company and its Subsidiaries has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged EntitySeller’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity the Company or any of its Subsidiaries does not file Returns that such Merged Entity Person is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity none of the Company or its Subsidiaries has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority, and (h) each of the Company and its Subsidiaries (other than Expressco, Inc., prior to its merger into Express) has been at all times classified as a partnership or disregarded entity within the meaning of Treasury Regulation Section 301.7701-2(a) and none has made an election to be treated as an association within the meaning of Treasury Regulation Section 301.7701-3.

Tax Representations. Each Merged Entity, Entity jointly and severally and not jointly, represents and warrants to the Company as of and the date hereof Surviving Company that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are Returns required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, been timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable by such Merged Entity (whether or not shown on the Returns that have been filedany Tax Returns), (c) the Tax Returns of such Merged Entity that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Tax Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) no Tax liability will be incurred as a result of the Mergers, (h) no Tax liability will be incurred as a result of any distribution of assets by such Merged Entity to its shareholders that may occur prior to the Mergers, and (i) no Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authoritycollected.

Tax Representations. Each Merged Entity, severally (a) The Limited and not jointly, represents Seller represent and warrants warrant to the Company Parent and Buyer as of the date hereof that that, except as set forth in the Balance Sheet (aincluding the notes thereto) or in Section 8.01 of the Disclosure Schedule, (1) all Tax returns, statements, reports and forms (collectively, “"Returns”") that are material and have been or are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity the Company or any Subsidiary (including Returns of any Limited Tax Group of which the Company or any Subsidiary is a member (a "Target Group")) on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b2) the Company and the Subsidiaries (or, in the case of a Return of a Target Group, each member of such Merged Entity has group) have timely paid in all material respects all Taxes shown as due and payable on the Returns that have been filed, or on subsequent assessments and no other material Taxes are payable by the Target Group with respect to items or periods covered by such Returns (cwhether or not shown or reportable on such Returns), (3) the Returns that have been filed are true, correct and complete in all material respects, (d4) there are no current extensions of time within which to file any material Returns required to be filed by or on behalf of members of any Target Group, (5) there are no Liens with respect to Taxes existing, threatened or pending on any of the assets of the Company or any Subsidiary, except Permitted Liens and Exceptions and (6) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material Tax, (e) such Merged Entity has properly withheld . The Limited and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing Seller further represent that neither the Company nor any Subsidiary is a party to any shareholderagreement, employeecontract, creditor, independent contractorarrangement or plan that has resulted, or other third partycould result separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code or any similar provision of applicable foreign, state or local law. (fb) there is As of February 3, 2001, no claim pending member of any Target Group has participated in an international boycott as defined in Code Section 999. None of the assets of the Company or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdictionany of its Subsidiaries are "tax-exempt use property" within the meaning of Section 168(h) of the Code, and neither the Company nor any of its Subsidiaries has benefited from the issuance of bonds, the interest of which is tax-exempt pursuant to Section 103(a) of the Code. Except as otherwise set forth in Section 8.01 of the Disclosure Schedule, the books and records of the Company and the Subsidiaries are sufficient to prove the correctness in all material respects of all Returns for open tax years. (gc) The Limited represents that it has filed a consolidated federal income tax return with the Company and the Subsidiaries for the taxable year immediately preceding the current taxable year (provided, however, that the Company and LBH, Inc. both were formed after the close of the taxable year immediately preceding the current taxable year, and thus were not included in The Limited's consolidated federal income tax return for such Merged Entity has not consented year, but will be included (for the period ending on the Closing Date) in The Limited's consolidated federal income tax return for the current taxable year) and that The Limited is eligible to extend make an election under Section 338(h)(10) of the timeCode (and any comparable election under state, local or foreign tax law) with respect to the Company. (d) Except as set forth on Section 8.01 of the Disclosure Schedule, there are no outstanding rulings of, or is the beneficiary of any extension of timerequests for rulings with, in which any Tax may be assessed Authority addressed to the Company that are, or collected by any taxing authorityif issued would be, binding on the Company.

Tax Representations. Each Merged Entity, severally and not jointly, represents and warrants to the Company Company, solely with respect to itself and not with respect to the other Merged Entity, as of the date hereof that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable by such Merged Entity (whether or not shown on the Returns that have been filedany Returns), (c) the Returns that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority Taxing Authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authorityTaxing Authority.

Tax Representations. Each Merged EntityExcept as set forth in Schedule 8.1 of the Seller Disclosure Schedule, severally and not jointly, Seller represents and warrants to Purchaser that all material Tax Returns with respect to the Company as Assets, the Assumed Liabilities or the operation of the date hereof Branches, that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with (taking into account any Taxing Authority by, extension of time within which to file) by Seller or with respect to, such Merged Entity any of its Affiliates on or before the Closing Date (taking into account any duly obtained extensions) Date, have been, been or will bebe duly filed before the Closing Date, timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or Taxes with respect to the Assets, the Assumed Liabilities or the operation of the Branches due and owing by Seller before the Closing Date (whether or not shown on such Merged Entity Tax Returns) have been or will be paid in respect of any material Taxfull before the Closing Date. Seller has, (e) such Merged Entity has properly or before the Closing Date will have, withheld and paid all Taxes required to have been withheld and paid on or before the Closing Date in connection with any amounts paid or owing to any shareholderemployee, employeeindependent contractor, creditor, independent contractorstockholder, or other third party, (f) there is no claim pending in each case, with respect to the Assets, the Assumed Liabilities or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdictionthe operation of the Branches, and all IRS Forms W-2 and 1099 required with respect thereto have been or will be properly completed and timely filed. There are, and as of the Closing Date and upon the completion of the P&A Transaction there will be, no liens or other encumbrances on any of the Assets or the Branches that arose in connection with the failure (gor alleged failure) such Merged Entity has not consented to extend the time, or is the beneficiary of pay any extension of time, in which any Tax may be assessed or collected by any taxing authorityTax.

Tax Representations. Each Merged Entity, severally and not jointly, Seller represents and warrants to the Company Buyer as of the date hereof that set forth below: (a) Italian Newco, Singapore Newco, the Joint Ventures, each member of the Operating Group and Seller (to the extent it relates to the Business or the Acquired Assets) has (i) timely filed within the time period for filing or any extension granted with respect thereto all applicable United States, Italian, Singaporean, and other foreign, national, federal, state, subnational, provincial, municipal, county and local and other Tax returns, statements, reports and forms (collectively, “Returns”) that are material and Returns which are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before prior to the Closing Date (taking into account relating to or pertaining to any duly obtained extensions) have beenand all Taxes attributable to, levied or imposed upon, or will beincurred in connection with the Acquired Assets or the Business and all such Tax Returns are true, timely filedcomplete, and correct in all material respects and (ii) paid all of the Taxes due and payable prior to the Closing. (b) such Merged Entity has timely paid all Taxes shown as due and payable on With respect to the Returns that have been filedAcquired Assets or the Business but excluding the effect of any check-the-box election requested by Buyer pursuant to Section 7.6, (ci) the Returns that have been filed there are truenot pending or threatened any audits, correct and complete in all material respectsexaminations, assessments, asserted deficiencies or written claims for Taxes, (dii) there are (and immediately after the Closing there will be) no Liens, other than Permitted Liens, (iii) there is no actionreasonable basis for the assertion of any claims relating or attributable to Seller's Taxes which would, suitif adversely determined, proceedingresult in a Lien on the Acquired Assets or otherwise adversely affect the Business, investigation(iv) none of the Acquired Assets include entities that are, audit were, or claim now proposed will be (on or pending against prior to the Closing Date) included in a consolidated, combined or unitary Tax Return, and (v) none of the Acquired Assets is required to be treated as being owned in whole or in part by another Person for Tax or other purposes. (c) No affirmative agreement, consent, or election for federal, foreign, state, local, or subnational Tax purposes, or "Pioneer Status" purposes which would adversely affect or be binding on Buyer, Singapore Newco, Italian Newco, the Joint Ventures, or any owner or operator of the Acquired Assets or the Business after the Closing has been filed or entered into. (d) With respect to each of Singapore Newco, Italian Newco and the Joint Ventures: (i) it is not a foreign sales corporation within the meaning of Code Section 922, (ii) it is not a domestic international sales corporation within the meaning of Code Section 992, (iii) it has not participated in a boycott under Code Section 999 and (iv) during Seller's holding period of the stock of such corporation, neither (x) 75% or more of the gross income of such corporation is passive income (within the meaning of Code Section 1296(b)), nor (y) the average percentage of assets (by value) held by such corporation which produced passive income or which are held for the production of passive income is at least 50%. (f) Neither Italian Newco, Singapore Newco nor any member of the Seller Group (other than Seller with respect to such Merged Entity Taxes not related to the Business or the Acquired Assets) is delinquent in the payment of Taxes. (g) There are no Liens for Taxes upon any of the Acquired Assets (other than for Taxes not yet due). (h) Except as set forth in Section 7.1(h) of Seller's Disclosure Letter, Italian Newco, Singapore Newco, the Joint Ventures, each member of the Operating Group and Seller (other than Seller with respect to Taxes not related to the Business or the Acquired Assets) have not requested any extension of time within which to file any Tax Returns in respect of any material Taxtaxable period which have not since been filed and no request for waivers of the time to assess any Taxes are pending or outstanding. (i) Each member of the Seller Group has complied (and until the Closing, will comply) in all respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (eincluding, without limitation, withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any foreign Laws) such Merged Entity has properly and have, within the time and in the manner prescribed by Law, withheld from employee wages and paid over to the proper governmental authorities all employment, FICA, FUTA and other Taxes and similar amounts required to be so withheld and paid over under all Taxes required applicable laws. (j) There are no Tax sharing, Tax indemnity or similar agreements with respect to have the Business or to which Italian Newco or Singapore Newco are a party. (k) Except with respect to the shares of Italian Newco, Singapore Newco, TECH and KTI, none of the Acquired Assets consists of equity interest in an entity. (l) No check-the-box election has been withheld and paid in connection made with amounts paid or owing respect to any shareholderentity included in the Acquired Assets except as requested by Buyer pursuant to Section 7.6. (m) Except as set forth in Section 7.1(m) of the Seller Disclosure Letter, employeeno power of attorney for Taxes has been granted with respect to the Business or the Acquired Assets. (n) Seller Note Purchasing Subsidiary is not described in U.S. Treasury Regulation Section 1.1273-2(e). (o) Except as set forth in Section 7.1(o) of the Seller Disclosure Letter, creditor, independent contractor, or none of the Acquired Assets other third party, than the stock of Singapore Newco and Italian Newco (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority.Acquired

Tax Representations. Each Merged EntityExcept as set forth on Schedule 7.2, severally Sellers, jointly and not jointlyseverally, represents represent and warrants warrant to the Company Buyer as of the date hereof that that: (ai) all All Tax returns, statements, reports and forms (collectively, “Returns”including estimated tax or information returns and reports) that are material and are required to be filed with any Taxing Authority by, or with respect toto any Pre-Closing Tax Period by or on behalf of the Company (or including the Company) (collectively, such Merged Entity the "Returns") have, to the extent required to be filed on or before the Closing Date (taking into account any duly obtained extensions) have beenDate, been or will be, timely filed, be filed when due in accordance with all Applicable Laws; (bii) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filedfiled have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (ciii) the Returns that have been filed are truecharges, correct accruals and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or reserves for Taxes with respect to the Company for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed) reflected on the books of the Company (excluding any provision for deferred income taxes) are adequate to cover such Merged Entity Taxes; (iv) the Company is not delinquent in the payment of any Tax or has requested any extension of time within which to file any Return and, has not yet filed such return; (v) there are no requests for rulings or determinations in respect of any material Tax, Tax pending between the Company and any Taxing Authority. (eb) such Merged Entity has properly withheld and paid Schedule 7.2 contains a list of all Taxes required jurisdictions (whether foreign or domestic) to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected was properly payable by the Company at any taxing authoritytime after June 1, 1997.

Tax Representations. Each Merged Entity, severally and not jointly, represents and warrants to the Company as of the date hereof that (a) To SELLER's Knowledge, neither SELLER nor any Company has been notified by the Internal Revenue Service or any other Taxing authority that any issues have been raised (and no such issues are currently pending) by the Internal Revenue Service or any other Taxing authority in connection with any Tax Return of the Companies, there are no pending Tax audits, and no waivers of statutes of limitations have been given or requested with respect to Companies; (b) No consent under Section 341(f) of the Code has been filed with respect to Companies; (c) The Companies are not, and have not been, a "personal holding company" within the meaning of Section 542 of the Code; (d) To SELLER's Knowledge, the Companies have complied in all respects with all Applicable Laws relating to the collection or withholding of Taxes (such as sales Taxes or withholding of taxes from the wages of employees); (e) As of the Closing, all Tax returnssharing agreements to which either of the Companies is or was a party will have been terminated without any future liability arising therefrom to the Companies; (f) The Companies have not incurred any liability to make any payments, statements, reports and forms (collectively, “Returns”) that are material non-deductible under, or would otherwise constitute a "parachute payment" within the meaning of, Section 162(m) or 280G of the Code (or any corresponding provision of state, local or foreign income Tax law); (g) The Companies have not agreed to make and are not required to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, and the Internal Revenue Service has not proposed any such adjustments or changes in the accounting methods of the Companies; (h) The Companies will not be required to include in income during a taxable period that is not a part of the period ending on the Closing Date any income that economically accrued and was accounted for during the period ending on the Closing Date by reason of the installment method of accounting or otherwise; (i) To SELLER's Knowledge, no claim has been made by any Taxing authority in a jurisdiction in which the Companies do not file Tax Returns that the Companies are or may be subject to taxation by that jurisdiction; (j) To SELLER's Knowledge, the Companies have not been notified by a taxing jurisdiction in which it is not currently filing Tax Returns that it is required to file a Tax Return; (k) The Companies have timely filed or will file all Tax Returns due on or prior to the Closing Date required to be filed by them with the appropriate governmental entities in all jurisdictions in which Tax Returns are required to be filed with any Taxing Authority byfiled, and all such Tax Returns are or with respect towill be true, such Merged Entity complete and correct and the Companies have timely paid or will pay all Taxes shown thereon as owing for all tax periods ending on or before the Closing Date (taking into account all extensions of due dates); (l) Each of the Companies is a member of a consolidated group for U.S. federal income tax purposes with SELLER, and have been members of such group since they were formed. SERLLC has not elected to be treated as a corporation for federal income tax purposes. (m) Except as set forth in Section 5.07 of the SELLER Disclosure Letter, no Company, directly or indirectly, owns any duly obtained extensionscapital stock of or other Equity Interests in any corporation, partnership or other Person (other than another Company or Non-US Company); (n) have beenSection 5.19(n) of the SELLER Disclosure Letter contains an accurate and complete list of the agreements relating to Taxes that are material (and includes a number of other agreements relating to Taxes that may not constitute material contracts) to which any Company is a party ("Material Tax Contracts"). Other than Material Tax Contracts where a default under such Material Tax Contract would not result in a Material Adverse Effect, no default by any Company a party to any Material Tax Contract, or will beany event that, timely filedwith the lapse of time or the giving of notice, or both, would cause any Company that is a party to such Material Tax Contract to be in material default under such Material Tax Contract or give any other party to such Material Tax Contract the right to terminate such Material Tax Contract, has occurred; (o) SER has full corporate power and authority to execute and deliver the Tax Agreement and to perform its obligations under the Tax Agreement and to consummate the Transactions contemplated by the Tax Agreement. The execution and delivery by SER of the Tax Agreement and the consummation by SER of the transactions contemplated by the Tax Agreement have been duly authorized by all necessary corporate action. The Tax Agreement constitutes (assuming the due authorization, execution and delivery by each other party thereto) SER's legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to concepts of equity and applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws and judicial decisions of general applicability relating to or affecting creditors' rights generally; and (p) Except as set forth in Section 5.19(p) of the SELLER Disclosure Letter, as of the date hereof, there are no (i) outstanding judgments, orders, injunctions, awards, or decrees by which any Company is bound or subject or (b) Proceedings pending or, to SELLER's Knowledge, threatened in writing against any Company, whether at law or in equity, whether civil or criminal in nature or before any Governmental Entity, in either case, that (i) challenges or seeks to restrain or prohibit any of the Transactions as they relate to Taxes or (ii) seeks damages or material injunctive relief relating to Taxes, other than, in the case of clause (ii), any such Merged Entity has timely paid all Taxes shown judgments, orders, injunctions, awards, decrees or Proceedings that would not, if adversely determined, have a Material Adverse Effect. (q) Except as due and payable on disclosed in Section 5.19(q) of the Returns that have been filedSELLER Disclosure Letter, (ci) the Returns that have been filed are trueexecution and delivery by each Company of this Agreement and the Tax Agreement does not or will not, correct and complete (ii) the consummation of the transactions contemplated by this Agreement and the Tax Agreement and compliance with the terms of this Agreement and the Tax Agreement will not, in all material respectseither case, (dA) conflict with or result in any violation of or default (with or without notice or lapse of time, or both), or give rise to a right of contingent payment, termination, cancellation, acceleration, non-renewal, loss of a material benefit, or to any increased, additional or accelerated rights or entitlements of any Person, under, any provision of (1) any material contract relating to Taxes or (2) any judgment or Applicable Law that is applicable to the Companies, or (B) result in the creation of any Lien upon any of the material properties or assets of any of the Companies, other than any such items that would not have a Material Adverse Effect. (r) Except as disclosed in Section 5.19(r) of the SELLER Disclosure Letter and except with respect to Common Contracts and agreements related to information technology, there is are no action, suit, proceeding, investigation, audit Contractual Consents required to be obtained or claim now proposed or pending against made by or with respect to such Merged Entity in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid Company in connection with amounts paid the execution, delivery and performance of the Tax Agreement or owing this Agreement or the consummation of the transactions contemplated by the Tax Agreement or this Agreement, other than any such Contractual Consent the failure of which to any shareholder, employee, creditor, independent contractor, obtain or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by make would not have a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authorityMaterial Adverse Effect.

Tax Representations. Each Merged Entity, severally and not jointly, represents and warrants to the Company as of the date hereof that (a) Except as set forth in the Group One Balance Sheet or the Group Two Balance Sheet (including the notes thereto) or on Schedule 8.2, (i) all Tax returns, statements, reports and forms (collectively, “Returns”including estimated tax or information returns and reports) that are material and are required to be filed with any Taxing Authority by, or with respect toto any Pre-Closing Tax Period by or on behalf of the Issuer or any Subsidiary (collectively, such Merged Entity the "Returns") have, to the extent required to be filed on or before the Closing Date (taking into account any duly obtained extensions) have been, date hereof been or will bebe filed when due in accordance with all applicable laws; (ii) as of the time of filing, timely filedthe Returns correctly reflected (and, as to any Returns not filed as of the date hereof, will correctly reflect) the facts regarding the income, business, assets, operations, activities and status of the Issuer and its Subsidiaries and any other information required to be shown therein; (biii) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filedfiled have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (civ) the Returns that have been filed are truecharges, correct accruals and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or reserves for Taxes with respect to the Issuer and its Subsidiaries for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed) reflected on the books of the Issuer and its Subsidiaries (excluding any provision for deferred income taxes) are adequate to cover such Merged Entity in respect Taxes; (v) neither the Issuer nor any of the Subsidiaries has been required, as of the date hereof, to file any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority.Return;

Tax Representations. Each Merged Entity, severally and not jointly, Seller represents and warrants to the Company Buyer as of the date hereof that ------------------- set forth below: (a) Italian Newco, Singapore Newco, the Joint Ventures, each member of the Operating Group and Seller (to the extent it relates to the Business or the Acquired Assets) has (i) timely filed within the time period for filing or any extension granted with respect thereto all applicable United States, Italian, Singaporean, and other foreign, national, federal, state, subnational, provincial, municipal, county and local and other Tax returns, statements, reports and forms (collectively, “Returns”) that are material and Returns which are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before prior to the Closing Date (taking into account relating to or pertaining to any duly obtained extensions) have beenand all Taxes attributable to, levied or imposed upon, or will beincurred in connection with the Acquired Assets or the Business and all such Tax Returns are true, timely filedcomplete, and correct in all material respects and (ii) paid all of the Taxes due and payable prior to the Closing. (b) such Merged Entity has timely paid all Taxes shown as due and payable on With respect to the Returns that have been filedAcquired Assets or the Business but excluding the effect of any check-the-box election requested by Buyer pursuant to Section 7.6, (ci) the Returns that have been filed there are truenot pending or threatened any audits, correct and complete in all material respectsexaminations, assessments, asserted deficiencies or written claims for Taxes, (dii) there are (and immediately after the Closing there will be) no Liens, other than Permitted Liens, (iii) there is no actionreasonable basis for the assertion of any claims relating or attributable to Seller's Taxes which would, suitif adversely determined, proceedingresult in a Lien on the Acquired Assets or otherwise adversely affect the Business, investigation(iv) none of the Acquired Assets include entities that are, were, or will be (on or prior to the Closing Date) included in a consolidated, combined or unitary Tax Return, and (v) none of the Acquired Assets is required to be treated as being owned in whole or in part by another Person for Tax or other purposes. (c) No affirmative agreement, consent, or election for federal, foreign, state, local, or subnational Tax purposes, or "Pioneer Status" purposes which would adversely affect or be binding on Buyer, Singapore Newco, Italian Newco, the Joint Ventures, or any owner or operator of the Acquired Assets or the Business after the Closing has been filed or entered into. (d) With respect to each of Singapore Newco, Italian Newco and the Joint Ventures: (i) it is not a foreign sales corporation within the meaning of Code Section 922, (ii) it is not a domestic international sales corporation within the meaning of Code Section 992, (iii) it has not participated in a boycott under Code Section 999 and (iv) during Seller's holding period of the stock of such corporation, neither (x) 75% or more of the gross income of such corporation is passive income (within the meaning of Code Section 1296(b)), nor (y) the average percentage of assets (by value) held by such corporation which produced passive income or which are held for the production of passive income is at least 50%. (e) No Tax deficiencies, assessments or audit adjustments have been proposed, assessed or claim now proposed asserted against Italian Newco, Singapore Newco, or pending against or any member of the Seller Group (other than Seller with respect to such Merged Entity Taxes not related to the Business or the Acquired Assets). (f) Neither Italian Newco, Singapore Newco nor any member of the Seller Group (other than Seller with respect to Taxes not related to the Business or the Acquired Assets) is delinquent in the payment of Taxes. (g) There are no Liens for Taxes upon any of the Acquired Assets (other than for Taxes not yet due). (h) Except as set forth in Section 7.1(h) of Seller's Disclosure Letter, Italian Newco, Singapore Newco, the Joint Ventures, each member of the Operating Group and Seller (other than Seller with respect to Taxes not related to the Business or the Acquired Assets) have not requested any extension of time within which to file any Tax Returns in respect of any material Taxtaxable period which have not since been filed and no request for waivers of the time to assess any Taxes are pending or outstanding. (i) Each member of the Seller Group has complied (and until the Closing, will comply) in all respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (eincluding, without limitation, withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any foreign Laws) such Merged Entity has properly and have, within the time and in the manner prescribed by Law, withheld from employee wages and paid over to the proper governmental authorities all employment, FICA, FUTA and other Taxes and similar amounts required to be so withheld and paid over under all Taxes required applicable laws. (j) There are no Tax sharing, Tax indemnity or similar agreements with respect to have the Business or to which Italian Newco or Singapore Newco are a party. (k) Except with respect to the shares of Italian Newco, Singapore Newco, TECH and KTI, none of the Acquired Assets consists of equity interest in an entity. (l) No check-the-box election has been withheld and paid in connection made with amounts paid or owing respect to any shareholderentity included in the Acquired Assets except as requested by Buyer pursuant to Section 7.6. (m) Except as set forth in Section 7.1(m) of the Seller Disclosure Letter, employeeno power of attorney for Taxes has been granted with respect to the Business or the Acquired Assets. (n) Seller Note Purchasing Subsidiary is not described in U.S. Treasury Regulation (S) 1.1273-2(e). (o) Except as set forth in Section 7.1(o) of the Seller Disclosure Letter, creditornone of the Acquired Assets other than the stock of Singapore Newco and Italian Newco (and the Acquired Section 7.1 (o) of the Seller Disclosure Letter sets forth a full and complete description of each Acquired Asset located outside of the United States and/or owned by a Person other than Seller and identifies the owner and location of each such Acquired Asset. Seller shall cooperate with Buyer in structuring and implementing the tax-efficient acquisition of any Acquired Assets located outside of the United States and/or owned by a Person other than Seller, independent contractorItalian Newco, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authoritySingapore Newco.

Tax Representations. Each Merged Entity, severally and not jointly, VARTA represents and warrants to the Company Strategic Partner and German Limited as of the date hereof that and as of the Closing Date that, except as otherwise disclosed under Section 10.2 of the Disclosure Letter, (a) all Tax returns, statements, reports and forms (collectively, “Returns”including estimated tax or information returns and reports) that are material and are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the to any Pre-Closing Date Tax Period by or on behalf of any of the Companies (taking into account any duly obtained extensions) collectively, the "RETURNS"), have been, or will be, timely filed, been filed when due in accordance with all applicable laws; (b) such Merged Entity has timely paid as of the time of filing, the Returns were true and complete in all material respects; (c) all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that filed or on any Tax assessment notice issued by a Taxing Authority have been filed are truetimely paid, correct or withheld and complete in all material respectsremitted, to the appropriate Taxing Authority when due; (d) there is no action, suit, proceeding, investigation, ongoing or announced audit or claim now proposed or pending against or with respect to such Merged Entity any of the Companies in respect of any material Tax, ; (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid no Company is a member of any consolidated or owing unitary group or a party to any shareholderarrangement with any third party (other than any company of the Consumer Group) as a result of which any income, employeeloss, creditor, independent contractor, asset or other liability of any of the Companies is attributed for Tax purposes to any such third party or is otherwise taken into account in determining any Tax payable by any third party, or vice versa. (f) there is no claim pending or Company has any Tax liability from a former shareholding in any VARTA Group entity which does no longer belong to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and the Consumer Group; (g) such Merged Entity has not consented to extend the time, no Company is involved in any Tax protest (EINSPRUCH) or is the beneficiary Tax court proceeding (FINANZGERICHTSVERFAHREN) or any other proceeding (other than regular tax audits) pending in respect of any extension of timeTax against it before any court, in which arbitral tribunal or governmental agency and no such Tax protest, Tax court proceeding or other Tax proceeding has been threatened against any Tax may be assessed or collected by any taxing authorityCompany.

Tax Representations. Each Merged Entity, severally The Sellers represent and not jointly, represents and warrants warrant to the Company Buyer as of the date hereof that and as of the Closing Date that, except as set forth in the Base Balance Sheet (aincluding the notes thereto) or on Schedule 8.02, (i) all material Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are ---- required to be filed with any Taxing Authority by(collectively, or with respect to, such Merged Entity the "RETURNS") on or before the Closing Date (taking into account any duly obtained extensionsextension of time to file) have beenby, or on behalf of, any Company or any Company Subsidiary have been filed or will bebe filed in accordance with all applicable laws; (ii) all such Returns are true, timely filed, complete and correct in all material respects; (biii) such Merged Entity has timely paid all Taxes shown as due and payable on the such Returns that have been filed, or will be paid prior to the Closing Date; (civ) there are no outstanding waivers extending the statutory period of limitations applicable to any Return required to be filed by any Company or any Company Subsidiary; (v) the Returns that have been filed charges, accruals and liabilities for Taxes with respect to the Companies and the Company Subsidiaries reflected on the Base Balance Sheet are true, correct and complete in all material respects, adequate to cover the Tax liabilities accruing through the date thereof; (dvi) there is no action, suit, proceeding, investigation, audit or claim by any Taxing Authority now proposed pending (or pending to the Sellers' knowledge proposed) against or with respect to such Merged Entity in the Company or any Company Subsidiary; (vii) no deficiency for any Taxes has been assessed with respect of to any material TaxCompany or any Company Subsidiary that has not been abated, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid full or owing contested; (viii) no consent has been filed relating to any shareholdermember or prior member of the Seller Group pursuant to Section 341(f) of the Code; (ix) none of the Companies nor the Company Subsidiaries was a member of an affiliated group (as defined in Section 1504(a) of the Code) except for the affiliated group of which it is now a member; (x) with respect to state income or franchise taxes, employeeno Company or Company Subsidiary has been a member of a consolidated, creditorcombined or unitary group other than the group comprising the group of which it is now a member (no member of which is not a member of the Seller Group); (xi) prior to the Closing, independent contractor, the Sellers shall have caused to be eliminated (a) any excess loss account which a member of the Company Group has in the stock of a Company Subsidiary and (b) any item of a member of the Company Group which arose as a result of an intercompany transaction or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority deferred intercompany transaction in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, Pre-Closing Tax Period; and (gxii) such Merged Entity has the combined earnings and profits of the Companies accumulated for all Tax Periods through and including the Tax Period ending at the close of business on the Closing Date (disregarding any Company having net negative accumulated earnings and profits) will be not consented more than $5,000,000 (reduced by any earnings and profits of a Company Subsidiary attributable to extend the time, or is the beneficiary of any extension of time, a Taxable Period in which any Tax may be assessed such Company Subsidiary was not a member of the Company Group, whether or collected by any taxing authoritynot such Company Subsidiary is a subsidiary of a Company having negative earnings and profits).

Tax Representations. Each Merged Entity, severally Melville and not jointly, represents and warrants to the Company each represent and warrant to Newco as of the date hereof that and as of the Closing Date that, except as set forth in the Balance Sheet (aincluding the notes thereto) or on Schedule 10.1, to Melville's or the Company's knowledge, as the case may be (with respect to the Company and the Subsidiaries), (i) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are Returns required to be filed on or before the date hereof with respect to any Taxing Authority Pre- Closing Tax Period by, or with respect to, such Merged Entity on the Company or before the Closing Date any Subsidiary have been duly and timely filed (taking into account any duly obtained extensions); (ii) have beenno position is reflected in a Return referred to in clause (i) for which the applicable limitation period has not expired (and for which a closing agreement has not been entered into) which (A) was not, at the time such Return was filed, supported by substantial authority (as determined for purposes of Section 6662 of the Code, or will beany predecessor provision, timely filedand any comparable provisions of applicable foreign, Federal, state, or local tax statutes, rules or regulations) and (bB) such Merged Entity has timely paid would have a Material Adverse Effect on the Company if decided against the taxpayer; (iii) all Taxes shown as due and payable on the Returns that any Return have been filedtimely paid, withheld or provision has been made therefor; and (c) the Returns that have been filed are true, correct and complete in all material respects, (div) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material Tax; (v) there has been no waiver or extension of any applicable statute of limitations period for the assessment or collection of any Taxes, which period (eafter giving effect to such waiver or extension) such Merged Entity has properly withheld and paid all not yet expired; (vi) there are no requests for rulings, subpoenas or information pending with respect to any matter relating to Taxes; (vii) any adjustment of Taxes made by the Internal Revenue Service in any examination which is required to be reported to state, local, foreign or other taxing authorities has been so reported, and any additional Taxes due with respect thereto have been withheld paid; (viii) no power of attorney has been granted by the Company and/or any Subsidiary, and paid is currently in connection force, with amounts paid or owing respect to any shareholder, employee, creditor, independent contractormatter relating to Taxes; (ix) neither Melville nor any of its Affiliates has made with respect to the Company or any Subsidiary, or other third partyany property held by the Company or any Subsidiary, any consent under Section 341(f) of the Code; (fx) there no property of the Company or any Subsidiary is no claim pending or "tax exempt use property" within the meaning of Section 168(h) of the Code; (xi) neither the Company nor any Subsidiary is a party to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject any lease made pursuant to taxation in such jurisdictionSection 168(f)(8) of the Internal Revenue Code of 1954, as amended; and (gxii) such Merged Entity neither the Company nor any Subsidiary is a party to any agreement that has resulted in or could result in an obligation to make payments that would not consented to extend be deductible under Section 280G of the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authorityCode.

Tax Representations. Each Merged Entity, severally and not jointly, The Vendor represents and warrants to the Company Purchaser that except as set forth on Section 3.14 of the date hereof that Disclosure Schedule: (a) The Vendor has filed (or had filed on its behalf) all material Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are Returns required to be filed with any Taxing Authority byby it and has paid (or had paid on its behalf), or with respect tohas set up an adequate reserve for the payment of, such Merged Entity on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b) such Merged Entity has timely paid all Taxes required to be paid (whether or not shown as to be due and payable on the such Tax Returns). All such Tax Returns that have been filed, (c) the Returns that have been filed are true, correct and complete in all material respects. (b) No assessments, (d) there is claims or deficiencies for any Taxes or adjustments for any amount of Tax have been proposed, asserted or assessed against the Purchased Assets, or the Vendor, and no actionaudit, suitadministrative, proceeding, investigation, audit judicial or claim now proposed or pending against other proceeding with respect to Taxes due from the Vendor or with respect to such Merged Entity in respect the Purchased Assets is pending or being conducted and the Vendor has received no notice of any intention to open such a proceeding. (c) Proper and accurate amounts have been withheld, collected or deposited by the Vendor from its employees, independent contractors, creditors, stockholders or other third parties in compliance with the Tax withholding provisions of applicable Federal, provincial, state, municipal and local laws and have been paid over to the appropriate taxing authorities. (d) There are no material Tax, Tax Liens upon any property or assets of the Vendor except Permitted Liens. (e) such Merged Entity The Vendor has properly withheld collected all material sales and paid all uses Taxes required to have been withheld be collected and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractorhas remitted, or other third partywill remit on a timely basis, such amounts to the appropriate Governmental Authorities, or has furnished properly completed exemption certificates and has maintained all material records and supporting documents in the manner required by all applicable sales and uses Tax statutes and regulations for all periods for which the statute of limitations has not expired. (f) there is no claim pending The Vendor has not waived any statute of limitations in respect to Taxes or agreed to such Merged Entity’s knowledge proposed any extension of time with respect to a Tax assessment or threatened by a taxing authority in a jurisdiction where such Merged Entity does deficiency which remains open or with respect to any Tax Return which has not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and since been filed. (g) such Merged Entity has The Vendor is not consented to extend a non-resident of Canada within the timemeaning of the Income Tax Act, or is the beneficiary of any extension of timeR.S.C. 1985, in which any Tax may be assessed or collected by any taxing authorityas amended.

Tax Representations. Each Merged Entity, severally and not jointly, Seller represents and warrants to the Company Buyer as of the date hereof that and as of the Closing Date that: (a) except as set forth on Schedule 10.02(a) of the Seller Disclosure Letter, (i) all Tax returns, statements, reports and forms (collectively, “Returns”including estimated tax or information returns and reports) that are material and are required to be filed with any Taxing Authority by, or with respect toto any Pre-Closing Tax Period by or on behalf of any Company (each a "Return" and collectively, such Merged Entity the "Returns"), have, to the extent required to be filed on or before the Closing Date date hereof, been filed when due (taking into account any duly obtained extensionspermitted extension under applicable law) in accordance with all applicable laws; (ii) as of the time of filing, the Returns correctly reflected the facts regarding the income, business, assets, operations, activities and status of each Company and any other information required to be shown therein, except to the extent that the failure to correctly reflect any such facts or information will not have been, or will be, timely filed, a Material Adverse Effect; (biii) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filedfiled have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (civ) the Returns that have accruals and reserves for Taxes with respect to each Company for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed) reflected on the books of each Company and on the Balance Sheet and which will appear on the Closing Balance Sheet (excluding any provision for deferred income taxes) are adequate under generally accepted accounting principles to cover such Taxes except for any Taxes arising from the Section 338 Election; (v) no Company is delinquent in the payment of any Tax or has requested any extension of time within which to file any Return and has not yet filed are truesuch Return; (vi) no Company (or any member of any affiliated, correct and complete in all material respectsconsolidated, combined or unitary group of which such Company is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (dafter giving effect to such extension or waiver) has not yet expired; (vii) there is no claim, audit, action, suit, proceeding, investigation, audit or claim investigation now proposed pending or pending threatened against or with respect to such Merged Entity (a) any Company in respect of any material TaxTax or Tax Asset or (b) Seller or any other member of the Seller Consolidated Group in respect of any Tax for which the Company is or could become liable in any manner (including primarily, secondarily or otherwise); (eviii) such Merged Entity there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between any Company and any Taxing Authority; (ix) no Company owns any interest in real property in the State of New York or in any other jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns any interest in real property; (x) none of the property owned or used by any Company is subject to a tax benefit transfer lease executed in accordance with Section 168(f)(8) of the Internal Revenue Code of 1954, as amended; (xi) none of the property owned or used by any Company is subject to a lease, other than a "true" lease for federal income tax purposes; (xii) none of the property owned by any Company is "tax-exempt use property" within the meaning of Section 168(h) of the Code; (xiii) neither Seller nor any Company, nor any other Person on behalf of any Company, has properly withheld and paid all entered into nor will it enter into any agreement or consent pursuant to Section 341(f) of the Code; (xiv) there are no Liens for Taxes required upon the assets of any Company except Liens for current Taxes not yet due; (xv) Seller is not subject to have been withheld and paid in connection withholding under Section 1445 of the Code with amounts paid or owing respect to any shareholdertransaction contemplated hereby; (xvi) no Company has been a member of an affiliated, employeeconsolidated, creditorcombined or unitary group other than a Seller Consolidated Group, independent contractorand no Company has filed Returns separately from the Returns filed by Seller for the respective Seller Consolidated Group; and (xvii) except with respect to the Seller Group Tax Allocation Agreement, no Company is currently under any contractual obligation to pay any amounts of the type described in clause (ii) or other third party, (fiii) there is no claim pending of the definition of "Tax" or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject has been a party to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authoritySharing Agreement other than the Seller Group Tax Allocation Agreement.

Tax Representations. Each Merged Entity, severally Parent and not jointly, represents Company represent and warrants warrant to the Purchaser and Merger Sub as set forth below: (a) Company (or Parent on behalf of Company) has (i) timely filed within the time period for filing or any extension granted with respect thereto all applicable federal, state, local, foreign and other returns, declarations, reports, claims for refund, or information statements relating to Taxes including any schedule attached thereto and any amendment thereto ("Return(s)") required to be filed relating to or pertaining to any and all Taxes attributable to, levied or imposed upon, or incurred in connection with Company and (ii) paid all of the Taxes due and payable prior to the date hereof. (b) With respect to Company's separate taxable income as determined under section 1.1502-12 of the Regulations and comparable state and local tax laws, (i) there are not pending or threatened in writing any audits, examinations, assessments, asserted deficiencies or written claims for Taxes and (ii) there are (and immediately after the Closing there will be) no Encumbrances for Taxes upon any assets of Company other than for Taxes not yet due and payable. (c) No Tax deficiencies, assessments or audit adjustments have been proposed in writing, assessed or asserted against Company. (d) Company is not delinquent in the payment of its Taxes. (e) Except as set forth in Section 8.2(e) of the Company Schedule, Parent has not requested any extension of time within which to file any Returns related to Company in respect of any taxable period which have not since been filed and no request for waivers of the time to assess any Taxes are pending or outstanding. (f) Company has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any foreign Laws) and has, within the time and in the manner prescribed by law, withheld from employee wages and paid over to the proper governmental authorities all employment, FICA, FUTA and other Taxes and similar amounts required to be so withheld and paid over under all applicable laws. (g) Except as set forth in Section 8.2(g) of the Company Schedule, no power of attorney for Taxes has been granted with respect to Company. (h) Parent is not a foreign corporation (as defined in the Code, and the Regulations) and Parent's U.S. employer identification number is ▇▇-▇▇▇▇▇▇▇. (i) The accruals and reserves for Taxes reflected on the balance sheet of Company as of September 30, 2002 are in all material respects adequate to cover all Taxes required to be accrued through the date thereof (including interest and penalties, if any, thereon and Taxes being contested) in accordance with GAAP applied on a consistent basis with the balance sheet included in the Company Reports, and the accrual and reserves for Taxes reflected in the books and records of Company as of the date hereof that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that last day of the Company's most recently complete fiscal month end are material and are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect respects adequate to such Merged Entity in respect of any material Tax, (e) such Merged Entity has properly withheld and paid cover all Taxes required to have be accrued through such date (including interest and penalties, if any, thereon and Taxes being contested) in accordance with GAAP applied on a consistent basis with the balance sheet included in the Company Reports. (j) Company has never (a) been withheld and paid in connection with amounts paid a member of an affiliated group (within the meaning of Section ss.1504(a) of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Parent), or owing (b) ever been a party to any shareholderjoint venture, employee, creditor, independent contractor, partnership or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by arrangement that could be treated as a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any partnership for Tax may be assessed or collected by any taxing authoritypurposes.

Tax Representations. Each Merged Entity(1) The Company is a small business corporation as defined in Section 1361 of the Code and has had in effect since October 1, severally 1990, a valid election to be treated as an "S" corporation for federal income Tax purposes under the Code, and not jointly, represents and warrants to neither the Company nor any Stockholder (nor any prior stockholder) has taken or caused or permitted to be taken any action during such period that would have caused a termination of S election. (2) The Company is registered to do business in the states and localities set forth in Schedule 4.13(b)(2)(A), and the Company files Tax Returns in the states and localities set forth in Schedule 4.13(b)(2)(B). (3) Except as of the date hereof that expressly set forth in Schedule 4.13(b)(3): (ai) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are Returns required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date (taking into account any duly obtained including applicable extensions) by the Company have been, been (or will be) filed on or before the Closing Date in accordance with all applicable laws, timely filed, and such Returns are (bor will be) such Merged Entity has timely paid all Taxes shown as due complete and payable on the Returns that have been filed, (c) the Returns that have been filed are true, correct and complete accurate in all material respects, (dii) all Taxes which were shown to be due on such Returns have been (or will be) timely paid, (iii) there is no action, suit, proceeding, investigation, material audit or claim now proposed or pending against or by any Taxing Authority with respect to such Merged Entity the Company in respect of any material Tax, (eiv) the Company is not delinquent in the payment of any material Tax and has not requested any extension of time within which to file any material Return, (v) there are no outstanding requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company and any Taxing Authority, (vi) there are no Liens for Taxes (except for Taxes not yet due) on any of the assets of the Company, and no action, to the knowledge of the Company, has been instituted against the Company that would reasonably result in any such Merged Entity Lien, (vii) the Company is not under any contractual obligation to pay the Tax obligations of, or to indemnify, any other person with respect to any Tax, (viii) the Company is not a "foreign person" within the meaning of Section 1445 of the Code, (ix) there are no outstanding waivers or agreements to extend the statutory period of limitations applicable to the assessment or collection of any Taxes payable by the Company, (x) no power of attorney has properly withheld and paid all been executed by the Company with respect to any matter relating to Taxes which is currently in force, (xi) the Company has not filed a consent under Code Section 341(f), (xii) the Company will not be required to recognize for Tax purposes in a taxable year beginning on or after the Closing Date any income or gain which would otherwise have been withheld and paid required to be recognized under the accrual method of accounting for Tax purposes in connection with amounts paid or owing to any shareholdera Pre-Closing Tax Period as a result of the Company, employeein a Pre-Closing Tax Period, creditor(A) using the installment method of accounting, independent contractor(B) making a change in method of accounting, or other third party, (fC) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by otherwise deferring the recognition of income into a taxing authority Post-Closing Tax Period as a result of the accounting method used in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdictionPre-Closing Tax Period, and (gxiii) such Merged Entity the Company is not a party to any agreement providing for the allocation or sharing of Taxes and has not consented been a party to extend any such agreement as to which it would have any continuing liability. (4) The Company has delivered or made available to Purchaser complete copies of all Returns (and related workpapers), examination reports, and statements of deficiencies assessed against or agreed to by the timeCompany for all Tax periods ending on or after December 31, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority1989.

Tax Representations. Each Merged EntityLessee hereby represents, severally warrants and covenants that (i) assuming (without representing) that this Lease is a true lease for Federal income tax purposes, on the Lease Commencement Date for any unit of Equipment, such unit will qualify for all of the depreciation deductions specified in Section C of the applicable Schedule ("TAX BENEFITS") in the hands of Lessor (all references to Lessor in this Section include Lessor and each assignee of Lessor and the consolidated taxpayer group of which Lessor and each assignee of Lessor is a member), (ii) the Equipment does not jointlyand will not constitute "limited use property" as provided in Rev. Proc. 76-30 (or any successor provision), represents and warrants (iii) each item of Equipment has a recovery period within the meaning of Section 168(c) of the Internal Revenue Code of 1986, as amended (the "CODE"), as set forth in Section C of the applicable Schedule, (iv) throughout the Term hereof, no item of Equipment shall be used in a way that results in the creation of an item of income, gain, deduction, loss or credit to or for Lessor, the source of which is outside the United States, (v) Lessor will not be required to include in its gross income (A) any amount of Rent prior to the Company period for which such amount is payable in accordance with the terms of this Agreement as a result of the date hereof that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required payment by Lessee prior to be filed with any Taxing Authority byits due date, or (B) with respect toto any such item of Equipment, such Merged Entity on all or before any part of the Closing Date (taking into account cost of any duly obtained extensions) have beenrepairs, maintenance, alterations, modifications, improvements or additions thereto, or will be, timely filedany other expenditures by Lessee with respect thereto, (bvi) such Merged Entity Lessee has timely paid all Taxes shown as due not taken and payable on will not take any action in connection with filing its Federal, state or local income tax returns that is inconsistent with the Returns that have been filed, assumption set forth in the first paragraph of this Paragraph (c) the Returns that have been filed are true, correct and complete or with any of Lessee's representations set forth in all material respectsthis subparagraph (1) of this Paragraph (c), (dvii) there is no actionat all times during the Term hereof, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity in respect none of any material Taxthe Equipment will constitute "public utility property" within the meaning of Section 168(i)(10) of the Code, (eviii) such Merged Entity has properly withheld and paid all Taxes required Lessee will not permit any item of Equipment to have been withheld and paid in connection with amounts paid be used by a tax-exempt entity within the meaning of Section 168(h)(2) of the Code, (ix) on the Lease Commencement Date of each item of Equipment, no improvements, modifications or owing additions to any shareholderitem of Equipment are required in order to render such item of Equipment complete for its intended use, employee, creditor, independent contractor, and Lessee will not have furnished any cost of the Equipment or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority have any investment in a jurisdiction where such Merged Entity does the Equipment for which it has not file Returns that such Merged Entity is or may be subject to taxation in such jurisdictionbeen fully reimbursed, and (gx) at no time during the Term of this Agreement will Lessee take or omit to take, nor will it permit any permitted sublessee, affiliate or assignee to take or omit to take, any action (whether or not such Merged Entity has not consented to extend action or omission is otherwise permitted by Lessor or the timeterms of this Agreement), which will result in the disqualification of any Equipment for, or is the beneficiary recapture of, all or any portion of any extension of time, in which any such Tax may be assessed or collected by any taxing authorityBenefits.

Tax Representations. Each Merged Entity, severally and not jointly, represents and warrants to the Company Except as of the date hereof that set forth in Exhibit P attached hereto: (a1) The Target has timely filed all Tax returns, statements, reports and forms Returns (collectively, “Returns”as hereinafter defined) that are material and are required to be filed with any Taxing Authority by, or with respect to, by it; (2) each such Merged Entity on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that have been filed are Tax Return is true, correct and complete in all material respects, ; (d3) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required for which the Target is or could be liable and which are: (I) shown as due on such Tax Returns; (II) otherwise due and payable; or (III) claimed or asserted in writing or, to Seller’s Knowledge, orally by any taxing authority to be due, have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, timely paid; (f4) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing neither Seller nor the Target has ever received written notice from an authority in a jurisdiction where such Merged Entity the Target does not file Tax Returns that such Merged Entity the Target is or may be subject to taxation in such by that jurisdiction, and ; (g5) such Merged Entity has not consented to extend no Tax Returns of the time, Target are or is the beneficiary of have been under any extension of time, in which any Tax may be assessed audit or collected examination by any taxing authority; (6) neither Seller nor the Target has received written notice of any claims or deficiencies for Taxes that may have been asserted or assessed against the Target; and (7) there is no proposed or threatened Tax claim, audit or assessment against the Target. The Liabilities of the Target and Owners for Pre-Closing Taxes (determined as provided in Section 16.3(a)) do not exceed the amount taken into account in applying Section 10.4 to Pre-Closing Taxes. (ii) (1) Summit TRS and the Owners have timely filed all Tax Returns required to be filed by such entity; (2) each such Tax Return is true, correct, and complete in all material respects; (3) all Taxes for which each of Summit TRS and the Owners is or could be liable and which are: (I) shown as due on such Tax Return; (II) otherwise due and payable; or (III) claimed or asserted in writing or orally by any taxing authority to be due, have been timely paid; (4) none of Seller, the Target, Summit TRS, or the Owners have ever received written notice from an authority in a jurisdiction where any of Summit TRS or the Owners do not file Tax Returns that any of Summit TRS or the Owners are or may be subject to taxation by that jurisdiction; (5) no Tax Returns of Summit TRS or the Owners are or have been under any audit or examination by any taxing authority; (6) none of Seller, the Target, Summit TRS, or the Owners, have received written notice of any claims or deficiencies for Taxes that may have been asserted or assessed against Summit TRS or the Owners; and (7) there is no proposed or threatened Tax Claim, audit, or assessment against Summit TRS or the Owners. Summit TRS and the Owners have no actual or contingent liability for Taxes other than those that will be prorated pursuant to this Agreement. (iii) There are no liens for any Taxes upon the Common Interests or any of the assets of the Target, Summit TRS, or the Owners, other than statutory liens for Taxes not yet due and payable. (iv) None of the Target, Summit TRS, or the Owners have ever, executed or filed with the IRS or any other taxing authority any agreement, waiver or other document or arrangement extending the period for assessment or collection of Taxes (including, but not limited to, any applicable statute of limitation), and no power of attorney with respect to any Tax matter is currently in force with respect to the Target, Summit TRS or the Owners. (v) From January 1, 2019, the Target has been subject to taxation as a real estate investment trust within the meaning of Section 856 of the Code (“Real Estate Investment Trust”) and since that time has been organized and operated in a manner to satisfy, and has satisfied, all requirements to qualify as a Real Estate Investment Trust. The Target will continue to be organized and operated through the Closing in a manner that will permit it to continue to qualify, and will qualify, as a Real Estate Investment Trust at all times, determined for any partial taxable year that includes the Closing as if such taxable year began January 1 of such year and ended on the Closing Date immediately prior to Closing (such hypothetical taxable year, the “Close Year”). No challenge to the Target’s status as a Real Estate Investment Trust is pending or has been threatened in a writing received by Seller or the Target from any taxing authority. The Target has not taken or omitted to take any action that could reasonably be expected to adversely affect the Target’s status as a Real Estate Investment Trust under the Code or under similar provisions of applicable state or local income tax Laws, and no such challenge is pending or threatened in writing. “Real estate investment trust taxable income” as defined in Section 857(b)(2) of the Code, without taking into account the adjustments set forth in subparagraphs (B), (D), (E), or (F) of Section 857(b)(2) of the Code, of the Target for the Close Year shall not exceed $16,000,000 (plus any prepaid rent paid by Tenants after the date hereof with respect to periods after the Close Year), and the deduction for dividends paid (as described in Section 561 of the Code) for the Close Year will be no less than the Target’s “real estate investment trust taxable income” as defined in Section 857(b)(2) of the Code, without taking into account the adjustments set forth in subparagraphs (B), (D), (E), or (F) of Section 857(b)(2) of the Code. There are or will be 125 outstanding Class A Units as of the Closing Date (which is also reflected in the official records of the Target), such Class A Units will remain outstanding through the Closing, and in each case such Class A Units are and will be owned by no less than 100 separate and distinct Persons (as determined for purposes of Section 856(a)(5) of the Code), and no action has been taken to redeem or otherwise cause such Class A Units to no longer be outstanding. (vi) The Target has no earnings and profits for any “non-REIT year” within the meaning of Section 857 of the Code. (vii) The Target has never incurred any liability for taxes under Sections 857(b), 857(f), 860(c) or 4981 of the Code or Treasury Regulation Sections 1.337(d)-5, 1.337(d)-6 or 1.337(d)-7. The Target has never engaged at any time in any “prohibited transactions” within the meaning of Section 857(b)(6) of the Code or any transaction that would give rise to “redetermined rents,” “redetermined deductions” or “excess interest” described in Section 857(b)(7) of the Code. No event has occurred, and no conditions or circumstances exist, which present a material risk that any tax described in the preceding sentences will be imposed on the Target, and without limiting the foregoing the Target has never held and does not hold property subject to the tax on built-in gain pursuant to IRS Notice 88-19, Section 1.337(d)-7 of the Treasury Regulations, any other temporary or final regulations issued under Section 337(d) of the Code, or any similar state or local Law. For purposes of Section 857(b)(6)(C) of the Code, Owners have held each property comprising the Existing Property since March 4, 2015 for the production of rental income. The Target has not derived or received any income from any independent contractor (except as permitted under Revenue Ruling 66-188, 1966-2 C.B. 276). (viii) Since its formation, each of the Owners has at all times properly been a disregarded entity and since its acquisition by the Target, each of the Owners has been disregarded as an entity separate from the Target, in each case under Treasury Regulation Section 301.7701-3. From its formation until December 31, 2018, the Target was a disregarded entity under Treasury Regulation Section 301.7701-3. (ix) None of the Target, Summit TRS, or the Owners have ever disposed of any property that was or is intended to be reported as a “like kind exchange” under Section 1031 of the Code. (x) The Target, Summit TRS, and the Owners have complied, in all material respects, with all applicable Laws relating to information reporting and the payment and withholding of Taxes (including but not limited to withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, and 3402 of the Code or similar provisions under any state, local or foreign Laws) and has duly and timely withheld and has paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over on or prior to the delinquency date thereof under all applicable Laws. (xi) None of the Target, Summit TRS, or the Owners are a party to any unexpired Tax sharing, allocation, indemnity or similar agreement or arrangement pursuant to which it will have an obligation to make any payments after the Closing. (xii) None of the Target, Summit TRS, or the Owners have requested a ruling or other Tax guidance from the IRS or other taxing authorities or filed an amended Tax Return or claim for refund or reduction of Taxes that remains outstanding. (xiii) None of the Target, Summit TRS, or the Owners have any liability for Taxes under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law, including, for the avoidance of doubt, as a member of a combined Texas or other state’s franchise Tax report), or as a transferee or successor or by contract. (xiv) Summit TRS is and at all times since its formation has been properly characterized as a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code) of the Target (since January 1, 2019 until the distribution of the shares of Summit TRS pursuant to the Distribution Agreement) and of ▇▇▇▇▇ Global REIT, Inc. (on and prior to January 1, 2019, and after the distribution of the shares of Summit TRS pursuant to the Distribution Agreement). (xv) None of the Target, Summit TRS, or the Owners: (1) are bound by, have agreed to or are required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Governmental Regulations or has any application pending with any Authority requesting permission for any changes in accounting methods that relate to such Target, Summit TRS, or the Owners, as applicable, (2) have executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of applicable Law, (3) have ever been a member of an “affiliated group” within the meaning of Section 1504(a) of the Code or similar provision of state Law filing a consolidated federal or state income Tax Return, (4) have distributed equity interests of another Person, or has had its equity interests distributed by another Person, in a transaction that was governed, or purported or intended to be governed, in whole or in part, by Section 355 of the Code or any similar provision of state, local or foreign Tax Law, (5) have participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), (6) have granted any person any power of attorney that is currently in force with respect to any material Tax matter, (7) has participated in an installment sale or open transaction disposition for which any amount has not been included in income on a federal and state income Tax Return; (8) has received any prepayment, other than in the ordinary course of business, which has not been included in income on one or more applicable income Tax Returns; or (9) has engaged in any other transaction other than in the ordinary course of business consistent with past practices that accelerated an item of deduction into a pre-Closing Tax period (or portion thereof) or deferred an item of income into a post-Closing Tax period (or portion thereof). (xvi) The Target is a “domestically controlled qualified investment entity” as such term is used in Section 897(h)(2) of the Code, assuming the testing period ends at Closing. (xvii) Seller is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and no amount payable to Seller under this Agreement is or will become subject to Tax withholding. (xviii) All representations herein with respect to REIT taxation matters are made without regard to the effect of any cure provisions in the Code and comparable state Law, including but not limited to Code Sections 856(c)(6), 856(c)(7), 856(g)(4), 856(g)(5) and 856(k); provided that nothing herein shall preclude the Company from relying on any cure provisions in the Code or comparable state Law on any Tax Return or in any Tax audit or other proceeding relating to Taxes.