Common use of Tax Returns and Audits Clause in Contracts

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Sibling have not been accurately prepared and duly and timely filedfiled or extensions with thereto granted, and all though to Sibling’s knowledge, no federal, state and or local Taxes required to be paid are due with respect to the periods covered by such returns have been paiddelinquent returns. The Company is not Notwithstanding the aforementioned representation, Sibling will file all delinquent federal, state or local Tax Returns prior to the Closing Date and has not been delinquent in be responsible for the payment satisfaction of any Taxamounts due thereon, including Taxes, fees or penalties, if any. The Company Sibling has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanySibling’s federal income Tax Returns tax returns nor any state state, provincial or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Sibling has withheld or collected from each payment made to each of its employees employees, if required, the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Sibling now pending, and the Company Sibling has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Sibling is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Sibling has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, state and local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Sibling (a) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten unwritten, and (collectively, “Tax Sharing Agreements”), nor b) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such any Tax Sharing Agreementssharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state state, provincial and local Tax Returns of the Company Sona have not been accurately prepared and duly and timely filedfiled or extensions with respect thereto granted, and all though to Sona’s knowledge, no federal, state and state, provincial or local Taxes required to be paid are due with respect to the periods covered by such returns have been paiddelinquent returns. The Company is not Notwithstanding the aforementioned representation, Sona will file all delinquent federal, state, provincial or local Tax Returns prior to the Closing Date and has not been delinquent in be responsible for the payment satisfaction of any Taxamounts due thereon including Taxes, fees or penalties, if any. The Company Sona has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanySona’s federal income Tax Returns tax returns nor any state state, provincial or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Sona has withheld or collected from each payment made to each of its employees employees, if required, the amount of all Taxes taxes (including, but not limited to, federal, state state, provincial and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, provincial, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Sona now pending, and the Company Sona has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Sona is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Sona has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, provincial, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Sona (a) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten unwritten, and (collectively, “Tax Sharing Agreements”), nor b) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such any Tax Sharing Agreementssharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is paid to the extent that the same have become due, except where the failure so to file would not and has not been delinquent in reasonably be expected to have a material adverse effect on the payment Condition of any Taxthe Company. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements., except as set forth in the Escrow Agreement attached hereto as Exhibit G.

Tax Returns and Audits. All To the knowledge of the Company: (i) all required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The ; (ii) the Company is not and has not been delinquent in the payment of any Tax. The ; (iii) the Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None ; (iv) none of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The ; (v) the reserves for Taxes reflected on the Balance Sheet Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since Dates; (vii) since the Balance Sheet DateDates, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The ; (viii) the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There ; (ix) there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and ; (x) the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The ; (xi) the Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The ; (xii) the Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The ; (xiii) the Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file would not reasonably be expected to have a material adverse effect on the Condition of the Company. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state state, local and local foreign Tax Returns (as defined in Article 10 hereof) of the Company Companies have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined in Article 10 hereof) required to be paid with respect to the periods covered by such returns have been paid. The Company None of the Companies is not and or has not been delinquent in the payment of any Tax. The Company None of the Companies has not had a Tax deficiency proposed or assessed against it and or has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns Companies’ tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Company Companies as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has Companies have made adequate provisions on its their books of account for all Taxes with respect to its businesstheir businesses, properties and operations for such period. The Company has Companies have withheld or collected from each payment made to each of its their employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has have paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Companies now pending, and none of the Company Companies has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G None of the Code. The Company Companies has not agreed nor or is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company None of the Companies (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have or (ii) has any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company GFL have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company GFL is not and has not been delinquent in the payment of any Tax. The Company GFL has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyGFL’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Company GFL as of the Balance Sheet DateDates. Since the Balance Sheet DateDates, the Company GFL has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company GFL has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company GFL now pending, and the Company GFL has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company GFL is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company GFL has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company GFL is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid, except where the failure so to file or pay could not reasonably be expected to have a Company Material Adverse Effect. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and nor has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and the Company has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the The Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has have paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, or is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all material Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law, provided, that the Company's federal and state tax returns for 2004 and 2005 shall be amended based on the audit of the Company's financial statements. The Company has timely paid all material Taxes it is required to pay and has timely paid or withheld with respect to its Employees all federal, state and foreign income taxes and social security charges and similar fees, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be paid or withheld. The Company is not currently delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed against the Company, nor has the Company executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax, except as noted on the Company Disclosure Schedule. No audit or other examination of any Return of the Company is presently in progress, nor has the Company been notified of any request for such an audit or other examination. As of the date of the Current Balance Sheet, the Company did not have any Liabilities for unpaid Taxes which have not been accrued or reserved on the Current Balance Sheet, whether asserted or unasserted, contingent or otherwise, and the Company has not incurred any liability for Taxes since the date of the Current Balance Sheet other than in the ordinary course of business. The Company has made available to Parent or its legal counsel, copies of all foreign, federal, state and local Tax income and all state and local sales and use Returns for the Company filed for all periods since its inception. There are (and immediately following the Effective Time there will be) no liens, pledges, charges, claims, restrictions on transfer, mortgages, security interests or other encumbrances of any sort (collectively, "Liens") on the assets of the Company relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable. The Company does not have knowledge of any basis for the assertion of any claim relating or attributable to Taxes, which, if adversely determined, would result in any Lien on the assets of the Company. The Company does not treat any of its assets as "tax-exempt use property," within the meaning of Section 168(h) of the Code. The Company has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by the Company. The Company has (a) never been accurately prepared a member of an affiliated group (within the meaning of Code S 1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was Company), (b) never been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company owe any amount under any such agreement (c) no liability for the Taxes of any person under Treas. Reg. S 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise and duly and timely filed(d) never been a party to any joint venture, and all federal, state and local Taxes required to partnership or other agreement that could be paid with respect to the periods covered by such returns have been paidtreated as a partnership for Tax purposes. The Company is not and has not been delinquent in at any time, a "United States Real Property Holding Corporation" within the payment meaning of Section 897(c)(2) of the Code. No adjustment relating to any TaxReturn filed by the Company has been proposed formally or, to the Knowledge of the Company, informally by any tax authority to the Company or any representative thereof. The Company has not had constituted either a Tax deficiency proposed "distributing corporation" or assessed against it and has not executed a waiver "controlled corporation" in a distribution of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves stock intended to qualify for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible tax-free treatment under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) 355 of the Code (x) in the two years prior to the date of this Agreement or any similar provision of state, local and foreign law(y) by reason in a distribution which could otherwise constitute part of a change "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in accounting method or otherwise for any Tax period for which conjunction with the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing AgreementsMerger.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and Seller has timely filed, and filed all federal, state state, local and local Taxes foreign tax returns, including all amended returns, in each jurisdiction where Seller is required to be do so or has paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in or made provision for the payment of any Taxpenalty or interests arising from the late filing of any such return, has correctly reflected all taxes required to be shown thereon, and has fully paid or made adequate provision for the payment of all taxes that have been incurred or are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The Company Seller has not had received any notice that it is or may become subject to any audits with respect to any federal, state, local or foreign tax returns required to be filed, and there are no unresolved audit issues with respect to prior years' tax returns. To the Knowledge of Seller and the Shareholders, there are no circumstances or pending questions relating to potential tax liabilities nor claims asserted for taxes or assessments of Seller that, if adversely determined, could result in a Tax deficiency proposed tax liability that would have a material adverse effect on Seller or assessed against it and the Acquired Assets for any period. Seller has not executed a an extension or waiver of any statute of limitations on the assessment or collection of any Taxtax due that is currently in effect. None of the Company’s federal income Tax Returns nor Seller is not holding any unclaimed property that it is required to surrender to any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (taxing authority including, but not limited towithout limitation, federalany uncashed checks or unclaimed wages, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) Seller has timely filed all unclaimed property reports required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositariesfiled with such state taxing authorities. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and Seller does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementspurge its records of uncashed checks periodically.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filedfiled or extensions with respect thereto have been granted, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid other than fiscal year ended 2003 and the stub period of 12/1/03 to 1/27/04. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”"TAX SHARING AGREEMENTS"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and The Parent has timely filed, and filed all federal, state state, local and local foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Parent, except such Returns which are not material to the Parent, and have paid all Taxes shown to be due on such Returns. All such Returns are true, correct and complete in all material respects. The Parent as of the Effective Time will have withheld and paid over, as appropriate, with respect to its employees all federal and state, local and/or foreign income taxes, Taxes pursuant to the periods covered by such returns have been paidFederal Insurance Contribution Act ("FICA"), Taxes pursuant to the Federal Unemployment Tax Act ("FUTA") and other Taxes required to be withheld. The Company is not and Parent has not been delinquent in the payment of any Tax. The Company has not had a Tax nor is there any Tax deficiency outstanding, proposed or assessed against it and the Parent, nor has not the Parent executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. No audit or other examination of any Return of the Parent is presently in progress, nor has the Parent been notified of any request for such an audit or other examination. The Parent has not received a request for or an inquiry regarding a Return from any jurisdiction where it does not currently file a Return. No adjustment relating to any Returns filed by the Parent has been proposed formally or informally by any Tax authority to the Parent or any representative thereof and, to the knowledge of the Parent, no basis exists for any such adjustment that would be material to the Parent. The Parent does not have any liability for unpaid Taxes which has not been accrued for or reserved on the Parent Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to the Parent, and the Parent has not incurred any liability for Taxes other than in the ordinary course of business since the date of the Parent Balance Sheet. There is no lien for Taxes on the assets of the Parent other than inchoate liens for Taxes not yet due. None of the Company’s federal income Tax Returns nor Parent's assets are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code. There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any state employee or local income former employee of the Parent that, individually or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for collectively, could give rise to the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the any amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section pursuant to Sections 162, 280G or 404 of the Code. The Company Parent has not agreed nor is required to make filed any adjustments consent agreement under Section 481(a341(f) of the Code (or agreed to have Section 341(f)(2) of the Code apply to any similar provision of state, local and foreign law) by reason disposition of a change subsection (f) asset (as defined in accounting method Section 341(f)(4) of the Code) owned by the Parent. The Parent is not, and has not been at any time, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes payable by the Parent. The Parent has never been a member of a consolidated, combined or otherwise for affiliated group or is a party to or affected by any tax-sharing or allocation agreement or arrangement. The Parent Schedules list (A) any Tax period for which exemption, Tax holiday or other Tax-sparing arrangement that the applicable statute Parent has in any jurisdiction, including the nature, amount and lengths of limitations has not yet expiredsuch Tax exemption, Tax holiday or other Tax-sparing arrangement and (B) any expatriate tax programs or policies affecting the Parent. The Company Parent is in full compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax-sparing arrangement or order of any Governmental Entity and the consummation of the transactions contemplated hereby will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday or other Tax-sparing arrangement or order (the "PARENT SCHEDULES"). The Parent is not a party toto or otherwise subject to any arrangement entered into in anticipation of the Closing, is not bound in accordance with past practice and not required by this Agreement, that could reasonably be expected to have the effect of (i) the recognition of a deduction or loss before the Closing Date and does not have a corresponding recognition of taxable income or gain by the Parent after the Closing Date or (ii) the recognition of taxable income or gain by the Parent after the Closing Date without the receipt of or entitlement to a corresponding amount of cash. Except as set forth in this Agreement, no closing agreement, written ruling, or determination letter with respect to Taxes, or any obligation underequivalent written decision from a foreign jurisdiction, has been received from, and no closing or other similar agreement has been executed with, any Tax sharing agreement, Tax indemnification agreement or similar contract other governmental authority that will be binding upon the Parent after the Closing. The Parent has properly withheld on all amounts paid to Persons located or arrangement, incorporated outside of the United States and have paid the appropriate amounts withheld to the proper governmental authorities. The Parent has not been a party to a transaction intended to qualify under Section 355 of the Code (whether written as distributing or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementsdistributed Parent) within the last five years.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Dateauthority. Since the Balance Sheet Business Plan Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All Except as set forth on Schedule 4.11 or as would not have a Material Adverse Effect, all required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet (if any) are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There Except as set forth on Schedule 4.11, there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties properties, and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state state, and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, therefrom and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”"TAX SHARING AGREEMENTS"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately beenaccurately and completely prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same are material and have become due. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Taxit. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. To the knowledge of the Company, there has been no material issue raised or material adjustment proposed (and none is pending) by the Internal Revenue Service or any other taxing authority in connection with any of the Company’s Tax Returns. No waiver or extension of any statute of limitations as to any material federal, state, local or foreign Tax matter has been given by or requested from the Company. The reserves for Taxes reflected on in the Balance Sheet Company Financial Statements for the year ended December 31, 2008 are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its businessthe period ended on December 31, properties and operations for such period2008. The Company has withheld or collected from each shall establish, in the ordinary course of business and consistent with its past practices, reserves adequate for the payment made to each of its employees the amount of all unpaid Taxes (includingby the Company for the period from December 31, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid 2008 through the same to the proper Tax receiving officers or authorized depositariesClosing Date. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingpending or, and to the knowledge of the Company, threatened. The Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company For the purposes of this Section 2.18, a Tax is not obligated to make a paymentdue (and must therefore either be paid or adequately reserved against in the Company’s Financial Statements) only on the last date payment of such Tax can be made without interest or penalties, nor whether such payment is it a party to any agreement that under certain circumstances could obligate it to make a paymentdue in respect of estimated Taxes, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is withholding Taxes, required to make any adjustments under Section 481(a) of the Code (Tax credits or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementsother Tax.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of with respect to the period ended on the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns Except as set forth in Section 2.8 of the Company Disclosure Schedule, each of the Company and its Subsidiaries has prepared and filed all federal, state, local and foreign returns, estimates, information statements and reports required to be filed by any of them relating to any and all Taxes relating or attributable to the Company, its Subsidiaries, or the assets or operations of the Company or its Subsidiaries ("Company Returns"), and such Company Returns are true and correct in all material respects and have been accurately prepared and duly and timely filedcompleted in accordance with applicable law. For the purposes of this Agreement, a "Tax" or, collectively, "Taxes," means any and all federal, state state, local and local foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other Person with respect to such amounts. Except as set forth in Section 2.8 of the Company Disclosure Schedule, each of the Company and its Subsidiaries has paid all Taxes required to be paid with respect to the periods covered by such returns have been paidCompany Returns and has withheld with respect to its employees all federal and state income Taxes, FICA, FUTA and other Taxes it is required to withhold. The accruals for Taxes on the books and records of each of the Company and its Subsidiaries are sufficient to discharge the Taxes for all periods (or the portion of any period) ending on or prior to the Closing Date. Neither the Company nor any of its Subsidiaries is not and has not been delinquent in the payment of any Tax. The Tax nor, except as set forth in Section 2.8 of the Company has not had a Disclosure Schedule, to the knowledge of the Company, is there any Tax deficiency outstanding, proposed or assessed against it and the Company or any of its Subsidiaries nor has not the Company or any of its Subsidiaries executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None The audits of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns each Company Return that has been audited by governmental authoritiesthe relevant authorities or for which the statute of limitations has been waived or extended have been closed and neither the Company nor any of its Subsidiaries has received any written or oral notification that an audit or other examination of any Company Return is presently in progress. The reserves All such Company Returns that have been audited or for which the statute of limitations has been waived are listed in Section 2.8 of the Company Disclosure Schedule. Except as set forth in Section 2.8 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material liabilities for unpaid Taxes, whether asserted or unasserted, known or unknown, contingent or otherwise and neither the Company nor any of its Subsidiaries has any knowledge of any basis for the assertion of any such liability attributable to the Company, its Subsidiaries or the assets or operations of the Company or its Subsidiaries. Except as set forth in Section 2.8 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is (nor have they ever been) required to join with any other entity in the filing of a consolidated tax return for federal tax purposes or a consolidated or combined return or report for state tax purposes. Neither the Company nor any of its Subsidiaries is a party to or bound by any tax indemnity, tax sharing or tax allocation agreement. There are (and as of immediately following the Closing there will be) no liens on the assets of the Company or any of its Subsidiaries relating to or attributable to Taxes, except for liens for Taxes reflected not yet due and payable or liens for Taxes being contested by appropriate proceedings. Neither the Company nor any of its Subsidiaries has any knowledge of any basis for the assertion of any claim which, if adversely determined, would result in liens on the Balance Sheet are and will be sufficient for the payment assets of all unpaid Taxes payable by the Company as of the Balance Sheet Dateor its Subsidiaries. Since the Balance Sheet DateThere is no contract, the Company has made adequate provisions on its books of account for all Taxes with respect to its businessagreement, properties and operations for such period. The Company has withheld plan or collected from each payment made to each of its employees the amount of all Taxes (arrangement, including, but not limited to, federalthe provisions of this Agreement, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld covering any employee or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns former employee of the Company now pendingor any of its Subsidiaries that, and individually or collectively, could give rise to the Company has not received any notice payment of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, amount that would not be deductible under Section pursuant to Sections 280G G, 162 or 404 of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All The taxable year of DSI and its Subsidiaries ---------------------- ends January 31. DSI has duly and timely filed or caused to be filed all tax returns for the past six (6) years (collectively the "Tax Returns") required to ----------- be filed on behalf of DSI and its Subsidiaries and has paid in full or fully reserved against in the Financial Statements all taxes, interest, penalties, assessments and deficiencies shown to be due or claimed in such tax returns to be due on behalf of DSI and its Subsidiaries to foreign, federal, state or local taxing authorities (including taxes on properties, income, franchises, licenses, sales, use and local payrolls). The Tax Returns are to Xxxx' knowledge correct based on current tax law, and neither DSI nor its Subsidiaries are required to pay any other taxes except as shown in such Tax Returns. The income tax returns filed by DSI or its Subsidiaries have not been, and are not being, audited by the Internal Revenue Service or other applicable taxing authorities for any period. All taxes or estimates thereof that are shown to be due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid or contested. Except for amounts not yet due and payable, all tax liabilities to which the properties of DSI or its Subsidiaries are known by Xxxx to be subject have been paid and discharged or contested. The provisions for income and other taxes payable reflected in the Financial Statements make adequate provision for all then accrued and unpaid taxes of DSI and its Subsidiaries. There are no tax liens to Xxxx' knowledge (other than liens for taxes which are not yet due and payable) on any of the Company have property of DSI or its Subsidiaries, nor are there any pending or, to Xxxx' knowledge, threatened examinations or tax claims. DSI has not granted any extensions of limitation periods applicable to tax claims or filed a consent under Section 341(f) of the Code relating to collapsible corporations. Except jurisdictions in which DSI and its Subsidiaries voluntarily file tax returns, no claim has been accurately prepared made by a taxing authority that either DSI or its Subsidiaries is or may be subject to taxation by that jurisdiction. True and duly and timely filed, and complete copies of all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federalforeign, state and local income taxesand other tax returns, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required of DSI or its Subsidiaries since January 31, 1993 that are in DSI's or its Subsidiaries' possession, have been delivered to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingBuyer, and the Company has not received same are listed in Section 3.8 of the Disclosure Schedule. Nether DSI nor its Subsidiaries is a party to, or bound by, any notice of any proposed auditstax indemnity, investigations, claims tax sharing or administrative proceedings relating to Taxes or any Tax Returnstax allocation agreement. The Company Neither DSI nor its Subsidiaries is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymenthas resulted or would result, that would not be deductible under in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. The Company Neither DSI nor its Subsidiaries has not ever been a member of an "affiliated group," as defined in Section 1504(a) of the Code. All positions taken on federal Tax Returns that could give rise to a penalty for substantial understatement pursuant to Section 6662(d) of the Code are believed to have been disclosed on such Tax Returns. Neither DSI nor its Subsidiaries is a partner of any partnership. No consent to the application of Section 341(f)(2) of the Code (or any predecessor thereof) has been made or filed by or with respect to any of DSI or its Subsidiaries or any of their assets and properties. Neither DSI nor its Subsidiaries has agreed nor to or is presently required to make any adjustments under adjustment pursuant to Section 481(a) of the Code (or any similar provision of state, local and foreign lawpredecessor provision) by reason of a any change in any accounting method of DSI or its Subsidiaries; neither DSI or its Subsidiaries has any application pending with any taxing authority requesting permission for any changes in any accounting method of DSI or its Subsidiaries, and the I.R.S. has not proposed any such adjustment or change in accounting method therefor. Neither DSI nor its Subsidiaries has been or otherwise is in violation (or with notice or lapse of time or both, would be in violation) of any applicable law relating to the payment of withholding of taxes. DSI and its Subsidiaries have duly and timely withheld from salaries, wages and other compensation and paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over for any Tax period for which the all periods under all applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementslaws.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filedfiled or extensions with respect thereto have been granted, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income tax returns or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (b) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent and Acquisition Corp. have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Neither Parent nor Acquisition Corp. is not and or has not been delinquent in the payment of any Tax. The Company Neither Parent nor Acquisition Corp. has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent’s or Acquisition Corp.’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company Parent and Acquisition Corp. as of February 29, 2008 (the “Parent Balance Sheet Date”). Since the Parent Balance Sheet Date, the Company has each of Parent and Acquisition Corp. have made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has Each of Parent and Acquisition Corp. have withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns of the Company Parent or Acquisition Corp. now pending, and the Company neither Parent nor Acquisition Corp. has not received any notice of any proposed audits, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns. The Company Neither Parent nor Acquisition Corp. is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Neither Parent nor Acquisition Corp. has not agreed nor is it required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Neither Parent nor Acquisition Corp. is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”)Agreement, nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All Except as set forth on Schedule 2.15, all required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All As of the Effective Time, the Company will have prepared and filed all required federal, state state, local and local Tax Returns foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and, to the knowledge of the Company Company, Ades and Shareholder such Returns are true and correct and have been accurately prepared and duly and timely filedcompleted in accordance with applicable law. The Company as of the Effective Time: (A) will have paid or accrued all Taxes it is required to pay or accrue and, and with regard to periods covered by filed Returns, it has paid all federaltaxes required to be paid as shown on such Returns, state and local (B) will have withheld with respect to its employees all Taxes required to be paid with respect withheld. With regard to the periods covered by Company's 1998 tax year, the Company has timely and properly filed an extension in which to file its federal and state Returns and Ades and the Shareholder will properly complete such returns Returns and the Company will not be obligated to pay any taxes when such Returns are filed which have not already been paid. Ades and the Shareholder agree not to take any position adverse to the Company, the Surviving Corporation or the Parent on the 1998 Returns and shall be responsible for any tax liability relating to the 1998 Returns for the Company. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax nor is there any Tax deficiency outstanding, proposed or assessed against it and the Company, nor has not the Company executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None No audit or other examination of any Return of the Company’s federal income Tax Returns Company is currently in progress, nor has the Company been notified of any state request for such an audit or local income or franchise Tax Returns has been audited by governmental authoritiesother examination. The reserves Company does not have any liabilities for unpaid Taxes reflected which have not been accrued or reserved against in accordance with GAAP on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet DateSheet, the Company has made adequate provisions on its books of account for all Taxes with respect to its businesswhether asserted or unasserted, properties and operations for such period. The Company has withheld contingent or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingotherwise, and the Company has not received any notice no knowledge of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G reasonable basis of the Code. The Company has not agreed nor is required assertion of any such liability attributable to make any adjustments under Section 481(a) of the Code (Company, its assets or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementsoperations.

Tax Returns and Audits. All The Company as of the Effective Time will have prepared and filed all required federal, state state, local and local Tax foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law, except to the extent that such failures to file, to be true and correct or to be completed in accordance with applicable law, as applicable, individually or in the aggregate would not result in liability to the Company or the Surviving Corporation in excess of $50,000 or otherwise have a Material Adverse Effect on the Company. The Company as of the Company Effective Time: (A) will have been accurately prepared paid or accrued all Taxes it is required to pay or accrue and duly (B) will have withheld with respect to its employees all federal and timely filedstate income taxes, FICA, FUTA and all federal, state and local other Taxes required to be paid with respect to withheld. To the periods covered by such returns have been paid. The Company Company's knowledge, there is not and has not been delinquent in the payment of any Tax. The Company has not had a no Tax deficiency outstanding, proposed or assessed against it the Company that is not adequately reserved for and reflected on the Company Financials, nor has not the Company executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None To the Company's knowledge, no audit or other examination of any Return of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company is in progress as of the Balance Sheet Date. Since the Balance Sheet Datedate of this Agreement, nor has the Company has made adequate provisions on its books been notified as of account for all Taxes with respect or prior to its business, properties and operations the date of this Agreement of any request for such periodan audit or other examination. The Company has withheld or collected from each payment made to each no knowledge of its employees any basis for the amount assertion of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no any liabilities for unpaid federal, state, local or foreign auditsTaxes which have not been accrued or reserved against on the Balance Sheet whether asserted or unasserted, actionscontingent or otherwise attributable to the Company, suits, proceedings, investigations, claims its assets or administrative proceedings relating operations. The Company has provided to Taxes or any Parent copies of all federal and state income and all state sales and use Tax Returns for all periods since December 31, 1993. There are (and as of immediately following the Closing there will be) no liens, pledges, charges, claims, security interests or other encumbrances of any sort ("Liens") on the assets of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returnsattributable to Taxes. The Company has no knowledge of any basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any Lien on the assets of the Company. None of the Company's assets are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code. Except as set forth on Schedule 2.8(b), as of the Effective Time, there will not be any contract, agreement, plan or arrangement to which the Company is a party, including but not obligated limited to make a paymentthe provisions of this Agreement, nor is it a party covering any employee or former employee of the Company that, individually or collectively, could give rise to the payment of any agreement that under certain circumstances could obligate it to make a payment, amount that would not be deductible under pursuant to Section 280G or 162 of the Code. The Company has not agreed nor is required to make filed any adjustments consent agreement under Section 481(a341(f) of the Code (or agreed to have Section 341(f)(2) of the Code apply to any similar provision of state, local and foreign law) by reason disposition of a change subsection (f) asset (as defined in accounting method or otherwise for any Tax period for which Section 341(f)(4) of the applicable statute of limitations has not yet expiredCode) owned by the Company. The Company is not a party to, is not bound by and does not have any obligation under, any Tax to a tax sharing agreement, Tax indemnification or allocation agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have the Company owe any potential liability or obligation to amount under any Person as such agreement. The Company is not, and has not been at any time, a result of, or pursuant to, any Tax Sharing Agreements"United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet DateDates. Since the Balance Sheet DateDates, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of with respect to the period ended on the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor or is required to make any adjustments under Section section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor does it have or (ii) has any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (i) As of the Effective Time, the Company will have prepared and timely filed all required federal, state state, local and local Tax Returns foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes of the Company or its operations and such Returns are true and correct and have been accurately prepared completed in accordance with applicable law. (ii) (A) As of the Effective Time, the Company will have paid all Taxes it is required to pay and duly will have withheld with respect to its employees all federal and timely filedstate income taxes, FICA, FUTA and all federal, state and local other Taxes required to be paid with respect withheld, and (B) the Company has accrued on the Most Recent Balance Sheet all Taxes attributable to the periods covered by such returns the Most Recent Balance Sheet and will not have been paidincurred any liability for Taxes for the period prior to the Effective Time other than in the ordinary course of business. (iii) The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax nor is there any Tax deficiency outstanding, assessed or proposed or assessed against it and the Company, nor has not the Company executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any TaxTax that is still in effect. None (iv) No audit or other examination of any Return of the Company’s federal income Tax Returns Company is presently in progress, nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as been notified of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations any request for such periodan audit or other examination. (v) The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no liabilities for unpaid federal, state, local and foreign Taxes which have not been accrued or foreign auditsreserved against on the Most Recent Balance Sheet, actionswhether asserted or unasserted, suitscontingent or otherwise. (vi) The Company has made available to Parent or its legal counsel, proceedingscopies of all foreign, investigationsfederal and state income and all state sales and use Returns for the Company filed for all periods since its inception. (vii) There are (and immediately following the Effective Time there will be) no liens, claims pledges, charges, claims, restrictions on transfer, mortgages, security interests or administrative proceedings relating to Taxes or other encumbrances of any Tax Returns sort (collectively, "Liens") on the assets of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to or attributable to Taxes or any Tax Returnsother than Liens for Taxes not yet due and payable. (viii) The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Company's assets are treated as "tax-exempt use property," within the meaning of Section 280G 168(h) of the Code. (ix) The Company has not agreed nor is required to make filed any adjustments consent agreement under Section 481(a341(f) of the Code (or agreed to have Section 341(f)(4) of the Code apply to any similar provision of state, local and foreign law) by reason disposition of a change subsection (f) asset (as defined in accounting method or otherwise for any Tax period for which Section 341(f)(4) of the applicable statute of limitations has not yet expiredCode) owned by the Company. (x) The Company is not a party toto any tax sharing, indemnification or allocation agreement nor does the Company owe any amount under any such agreement, other than this Agreement. (xi) The Company is not bound by and does has not have been at any obligation undertime, any Tax sharing a "United States Real Property Holding Corporation" within the meaning of Section 897(c)(2) of the Code. 16 22 (c) Executive Compensation Tax. There is no contract, agreement, Tax indemnification agreement plan or similar contract arrangement to which the Company is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or arrangementformer employee of Company, whether written individually or unwritten (collectively, “Tax Sharing Agreements”)that could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, nor does it have any potential liability 404 or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.162(m) of the Code. 2.11

Tax Returns and Audits. All required federal, state The Company and local Tax Returns each of the Company its subsidiaries have been accurately prepared and duly and timely filed, and filed all federal, state state, local and local foreign returns, estimates, information statements and reports ("RETURNS") relating to Taxes required to be filed by the Company and each of its subsidiaries, except such Returns which are not material to the Company, and have timely paid all Taxes shown to be due on such Returns. Such Returns are true and correct and have been completed in accordance with applicable law. Except as is not material to the Company, the Company and each of its subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, the periods covered by such returns Federal Insurance Contribution Act ("FICA"), the Federal Unemployment Tax Act ("FUTA") and other Taxes required to be withheld and have been timely paid to the proper government authorities all amounts required to be withheld and paid. The Company Except as is not and material to the Company, neither the Company nor any of its subsidiaries has not been delinquent in the payment of any Tax. The Company has not had a Tax nor is there any Tax deficiency outstanding, proposed or assessed against it and the Company or any of its subsidiaries, nor has not the Company or any of its subsidiaries executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None Except as is not material to the Company, no audit or other examination of any Return of the Company or any of its subsidiaries is presently in progress, nor has the Company or any of its subsidiaries been notified of any request for such an audit or other examination. Except as is not material to the Company’s federal income , no adjustment relating to any Returns filed by the Company or any of its subsidiaries has been proposed formally or informally by any Tax Returns authority to the Company or any of its subsidiaries or any representative thereof. Except as is not material to the Company, neither the Company nor any state of its subsidiaries has any liability for unpaid Taxes which has not been accrued for or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected reserved on the Company Balance Sheet are and will be sufficient for Sheet, whether asserted or unasserted, contingent or otherwise. There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the any amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section pursuant to Sections 280G G, 404 or 162(m) of the Code. The Neither the Company nor any of its subsidiaries has not agreed nor is required to make filed any adjustments consent agreement under Section 481(a341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by the Company. Neither the Company nor any of its subsidiaries (i) has ever been a member of an affiliated group filing a consolidated federal income Tax Return (other than a consolidated group the common parent of which is the Company), (ii) is a party to any Tax sharing or Tax allocation agreement, arrangement or understanding, (iii) is liable for the Taxes of any other person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local and or foreign law), as a transferee or successor, by contract or otherwise, and (iv) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person joint venture, partnership or other arrangement that could be treated as a result ofpartnership for income Tax purposes. Neither the Company nor any of its subsidiaries is and has never been at any time, or pursuant to, any Tax Sharing Agreementsa "United States Real Property Holding Corporation" within the meaning of Section 897(c)(2) of the Code.

Tax Returns and Audits. All required federal, state and local Tax Returns (a) Except as disclosed in PART A-1(8) of the Company have been accurately prepared Disclosure Letter, [i] on the date hereof and duly and timely filedon the Closing Date, and all federal, state and local Taxes tax returns and tax reports required to be paid filed by the Company on or before the date of this Agreement or the Closing Date, as the case may be, have been and will have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed; [ii] all federal, state and local income, franchise, sales, use, property, excise and other taxes (including interest and penalties and including estimated tax installments where required to be filed and paid) due from or with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet date hereof and as of the Closing Date have been and will have been fully paid, and appropriate accruals shall have been made on the Company's books for taxes not yet due and payable; [iii] as of the Closing Date, all taxes and other assessments and levies which the Company is required by law to withhold or to collect on or before the Closing Date will have been duly withheld and collected, and will have been paid over to the proper governmental authorities to the extent due and payable on or before the Closing Date; and [iv] there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the Company. Since At and after the Balance Sheet Closing Date, the Company has made adequate provisions on its books of account will not have any liability for all Taxes any federal, state or local income tax with respect to its businessany taxable period ending on or before the Closing Date, properties except as and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers extent disclosed in PART A-1(8) of the Disclosure Letter. Discretionary decisions made by Apollo and its management with respect to filing or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or amending any Tax Returns tax returns of the Company now pendingconcerning periods ended on or prior to the Closing Date, which decisions are not required under applicable law and which decisions result in additional liability to the Company has other than as disclosed in this Agreement or the Schedules annexed hereto, shall not received result in any notice breach of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local representations and foreign law) by reason of a change warranties contained in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”this Subsection 8(a), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns Tax Returns have been paidpaid to the extent that the same are material and have become due, except where the failure to file or pay could not reasonably be expected to have a material adverse effect upon the condition of the Company, the Surviving Corporation or Parent. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any material Tax. The Company has not had a material Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient Sheet, if any, have been accrued in accordance with GAAP for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account in accordance with GAAP for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any written notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid, except where the failure so to file or pay could not reasonably be expected to have a Parent Material Adverse Effect. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of Parent with respect to the period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company and its Subsidiaries have been completely and accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid paid, withheld or remitted with respect to the periods covered by such returns have been so paid, withheld or remitted. The Company is not and has not been delinquent in the payment of any Tax, assessment or governmental charge. The Company has not never had a any Tax deficiency proposed or assessed against it and has not executed a any waiver of any statute of limitations on the assessment or collection of any TaxTax or governmental charge. None of the Company’s federal income Tax Returns nor any state or local income or franchise 's Tax Returns has ever been audited by governmental authoritiesauthorities and, to the knowledge of the Company, no such audit is currently threatened. The reserves for Taxes Taxes, assessments and governmental charges reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes Taxes, assessments and governmental charges payable by the Company as of with respect to the period ended on the Balance Sheet Date. Since the Balance Sheet Date, (i) neither the Company nor any of its Subsidiaries has engaged in any transaction, or taken any other action, other than in the ordinary course of business and (ii) the Company has made adequate provisions on its books of account for all Taxes taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees employees, creditors, independent contractors or other third parties, the amount of all Taxes (including, but not limited towithout limitation, federal, state and local federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositariesdepositories. There are No Liens for Taxes exist with respect to any assets or properties of the Company and its Subsidiaries, except for statutory Liens for Taxes not yet due and payable, and the Company and its Subsidiaries have no federalknowledge of any claim relating to Taxes that, if adversely determined, would result in any Lien on any of the assets or properties of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (i) is a party to or bound by any written Tax sharing, Tax indemnity or similar agreement with respect to Taxes pursuant to which it will have any obligation to make any payment after the Closing Date, or (ii) has any liability for Taxes of any person (other than members of the affiliated group, within the meaning of Section 1504(a) of the Code, filing consolidated federal income tax returns of which the Company is the common parent) under Treasury Regulation ss. 1.1502-6, Treasury Regulation ss. 1.1502-78 or similar provision of state, local or foreign auditslaw, actionsas a transferee or successor, suitsby contract, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returnsotherwise. The Company is not obligated and each of its Subsidiaries have provided or otherwise made available to make Investor complete and accurate copies of all Tax Returns, examination reports and statements of deficiencies for all open years. Neither the Company nor any of its Subsidiaries has executed or entered into a payment, nor is it a party closing agreement pursuant to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) 7121 of the Code (or any similar provision of state, local and or foreign law. There is no contract, agreement, plan, or arrangement covering any person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company or any of its Subsidiaries by reason of Section 280G of the Code. None of the Company and its Subsidiaries is a party to any contract, agreement, or other arrangement which could result in the payment of amounts that could be nondeductible by reason of Section 162(m) of the Code. There are no requests for rulings or determinations in respect of any Tax (or Tax Asset) pending between the Company or any of its Subsidiaries and any taxing authority. Neither the Company nor any of its Subsidiaries has agreed to or is required to make any adjustments under section 481 of the Code by reason of a change in of accounting method or otherwise for otherwise. None of the respective assets of the Company or any Tax period for which of its Subsidiaries is required to be treated as being owned by any person, other than the applicable statute Company or any of limitations has not yet expiredits Subsidiaries, pursuant to the "safe harbor" leasing provisions of Section 168(f)(8) of the Code. The Company is not a party to, "United States real property holding corporation" (a "USRPHC") as that term is not bound by defined in Section 897(c)(2) of the Code and does not have the regulations promulgated thereunder. Neither the Company nor any obligation under, of its Subsidiaries knows of any Tax sharing agreement, Tax indemnification agreement change in the rates or similar contract or arrangement, whether written or unwritten basis of assessment of any tax (collectively, “Tax Sharing Agreements”other than federal income tax), nor does it of the Company and its Subsidiaries which would reasonably be expected to have a Material Adverse Effect. As used in this Agreement, "Taxes" shall include (i) all federal, state, local or foreign and other taxes, levies, fees, charges or assessments including without limitation, all net income, gross income, franchise, profit or gross receipts, ad valorem, capital gains, sales, use, real, or personal property, capital stock, license, payroll, estimated withholding, employment, compensation, utility, severance, production, excise, stamp, occupation, transfer and gains taxes, and customs duties, and includes any potential liability interest or obligation penalties on or additions to any Person as such taxes, and (ii) any transferee liability in respect of any items described in clause (i) above. As used in this Agreement, "Tax Return" means report, return, claim for refund or other written information required to be supplied to a result oftaxing authority in connection with Taxes, including any schedule or pursuant to, any Tax Sharing Agreementsattachment thereto or amendment thereof.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company and each Company Subsidiary, if any, have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Neither the Company nor any Company Subsidiary is not and or has not been delinquent in the payment of any Tax. The Neither the Company nor any Company Subsidiary has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s ’s, or any Company Subsidiary’s, federal income Tax Returns nor tax returns have been audited by any governmental authority; and none of the Company’s, or any Company Subsidiary’s, state or local income or franchise Tax Returns has tax returns have been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheets, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company, or any Company Subsidiary, as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has and each Company Subsidiary have made adequate provisions on its their books of account for all Taxes with respect to its business, properties and operations for such period. The Company and each Company Subsidiary has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company or any Company Subsidiary now pending, and neither the Company nor any Company Subsidiary has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Neither the Company nor any Company Subsidiary is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Neither the Company nor any Company Subsidiary has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Neither the Company nor any Company Subsidiary (i) is not a party to, is not nor bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have and (ii) has any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. The taxable year of each Company and the Partnership ends December 31. Each Company and the Partnership has duly and timely filed or caused to be filed all tax returns (the "Tax Returns") required to be filed on behalf of itself and has paid in full or fully reserved against in the Financial Statements all taxes, interest, penalties, assessments and deficiencies due or claimed to be due on behalf of itself to foreign, federal, state or local taxing authorities (including taxes on properties, income, franchises, licenses, sales, use and payrolls). Such Tax Returns are correct in all material respects, and no Company or the Partnership is required to pay any other taxes for such periods except as shown in such Tax Returns. The income tax returns filed by the Companies and the Partnership have not been, and are not being, to the knowledge of the Sellers, examined by the Internal Revenue Service or other applicable taxing authorities for any period. All required taxes or estimates thereof that are due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid so as to avoid penalties for underpayment. Except for amounts not yet due and payable, all tax liabilities to which the properties of the Companies or the Partnership may be subject have been paid and discharged. The provisions for income and other taxes payable reflected in the Financial Statements make adequate provision for all then accrued and unpaid taxes of the Companies and the Partnership. There are no tax liens (other than liens for taxes which are not yet due and payable) on any of the properties of the Companies or the Partnership, nor are there any pending or threatened examinations or tax claims asserted. No Company has granted any extensions of limitation periods applicable to tax claims or filed a consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") relating to collapsible corporations. Except in jurisdictions in which a Company voluntarily files tax returns, no claim has ever been made by a taxing authority that either a Company is or may be subject to taxation by that jurisdiction. True and correct copies of all federal, foreign, state and local Tax Returns of the Company have been accurately prepared income and duly and timely filedother tax returns, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected notices from each payment made to each of its employees the amount of all Taxes (including, but not limited toforeign, federal, state and local income taxestaxing authorities, Federal Insurance Contribution Act taxes tax examination reports and Federal Unemployment Tax Act taxes) required statements of deficiencies assessed against or agreed to be withheld or collected therefromby any Company since January 1, and has paid the same 1994, have been delivered to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingNCCI, and the Company has not received same are listed in Section 3.8 of the Disclosure Schedule. None of the Companies or the Partnership is a party to, or bound by, any notice tax indemnity, tax sharing or tax allocation agreement. None of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company the Companies is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that has resulted or would not be deductible under result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. The Company None of the Companies has not agreed nor is required to make any adjustments under ever been a member of an "affiliated group," as defined in Section 481(a1504(a) of the Code (or any similar provision other than a group of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The such Company is not a party to, is not bound by and does not have any obligation under, any the common parent). All positions taken on federal Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.Returns that

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority; and none of the Company’s income or franchise tax returns has been audited by any governmental authority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements., except as set forth in the Escrow Agreement attached hereto as Exhibit F.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (i) As of the Effective Time the Company will have prepared and timely filed all required federal, state state, local and local Tax foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law. (ii) As of the Effective Time the Company (A) will have been accurately prepared paid all Taxes it is required to pay and duly will have withheld with respect to its employees all federal and timely filedstate income taxes, Federal Insurance Contribution Act ("FICA"), Federal Unemployment Tax Act ("FUTA") and all federal, state and local other Taxes required to be paid with respect withheld, and (B) will have accrued on the Current Balance Sheet all Taxes attributable to the periods covered by such returns the Current Balance Sheet and will not have been paidincurred any liability for Taxes for the period prior to the Effective Time other than in the ordinary course of business. (iii) The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax nor is there any Tax deficiency outstanding, assessed or proposed or assessed against it and the Company, nor has not the Company executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None (iv) No audit or other examination of any Return of the Company’s federal income Tax Company is presently in progress, nor has the Company been notified of any request for such an audit or other examination. (v) No adjustment relating to any Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable filed by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, has been proposed formally or informally by any Tax authority to the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such periodor any representative thereof. (vi) The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no liabilities for unpaid federal, state, local and foreign Taxes which have not been accrued or foreign auditsreserved against in accordance with GAAP on the Current Balance Sheet, actionswhether asserted or unasserted, suits, proceedings, investigations, claims contingent or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingotherwise, and the Company has not received incurred any notice liability for Taxes since the date of the Current Balance Sheet other than in the ordinary course of business. (vii) The Company has made available to Parent or its legal counsel, copies of all foreign, federal and state income and all state sales and use Returns for the Company filed for all periods since its inception. (viii) There are (and immediately following the Effective Time there will be) no liens, pledges, charges, claims, restrictions on transfer, mortgages, security interests or other encumbrances of any proposed auditssort (collectively, investigations, claims or administrative proceedings "Liens") on the assets of the Company relating to or attributable to Taxes or any Tax Returnsother than Liens for Taxes not yet due and payable. (ix) The Company is does not obligated have Knowledge of any basis for the assertion of any claim relating or attributable to make a paymentTaxes which, nor is it a party to if adversely determined, would result in any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Lien on the assets of the Company. (x) None of the Company's assets are treated as "tax-exempt use property," within the meaning of Section 280G 168(h) of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a(xi) As of the Code (or Effective Time, there will not be any similar provision of statecontract, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract plan or arrangement, whether written including but not limited to the provisions of this Agreement, covering any employee or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.15

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filedfiled or extensions with respect thereto have been granted, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements., except as set forth in the Escrow Agreement attached hereto as Exhibit F.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid, except where the failure so to file or pay could not reasonably be expected to have a Parent Material Adverse Effect. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of Parent with respect to the period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.Agreements.‌

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s Parent's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers offices or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not neither agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not neither a party to, nor is not bound by and does not have nor has any obligation under, any Tax sharing agreementSharing Agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten and (collectively, “Tax Sharing Agreements”), nor does it have any ii) has no potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. For purposes of this Section 3.8, the term "Group" shall mean, individually and collectively, (i) CPI, (ii) CII, and (iii) any corporation or other entity for which either CPI or CII may be liable for taxes incurred by such corporation or other entity. The taxable year of the Group ends December 31. The Group has duly and timely filed or caused to be filed all tax returns (the "Tax Returns") required to be filed on behalf of itself and has paid in full or fully reserved against in the Financial Statements all taxes, interest, penalties, assessments and deficiencies due or claimed to be due on behalf of itself to foreign, federal, state or local taxing authorities (including taxes on properties, income, franchises, licenses, sales, use and payrolls). Such Tax Returns are correct in all material respects, and the Group is not required to pay any other taxes for such periods except as shown in such Tax Returns. Notwithstanding the preceding sentence, TBA acknowledges that CPI intends to file amended federal income tax returns as a result of information received during the audit of CPI by TBA. The income tax returns filed by the Group have not been, and are not being, to the knowledge of CPI, examined by the Internal Revenue Service or other applicable taxing authorities for any period. All required taxes or estimates thereof that are due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid so as to avoid penalties for underpayment. Except for amounts not yet due and payable, all tax liabilities to which the properties of CPI or CII may be subject have been paid and discharged. The provisions for income and other taxes payable reflected in the Financial Statements make adequate provision for all then accrued and unpaid taxes of the Group. There are no tax liens (other than liens for taxes which are not yet due and payable) on any of the property of CPI or CII, nor are there any pending or threatened examinations or tax claims asserted. The Group has not granted any extensions of limitation periods applicable to tax claims or filed a consent under Section 341(f) of the Code relating to collapsible corporations. Except in jurisdictions in which CPI or CII voluntarily files tax returns, no claim has ever been made by a taxing authority that either CPI or CII is or may be subject to taxation by that jurisdiction. True and correct copies of all federal, foreign, state and local Tax Returns of the Company have been accurately prepared income and duly and timely filedother tax returns, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected notices from each payment made to each of its employees the amount of all Taxes (including, but not limited toforeign, federal, state and local income taxestaxing authorities, Federal Insurance Contribution Act taxes tax examination reports and Federal Unemployment Tax Act taxes) required statements of deficiencies assessed against or agreed to be withheld by CPI or collected therefromCII since January 1, and has paid the same 1994, have been delivered to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingTBA, and the Company has not received same are listed in Section 3.8 of the Disclosure Schedule. Neither CPI nor CII is a party to, or bound by, any notice of any proposed auditstax indemnity, investigations, claims tax sharing or administrative proceedings relating to Taxes or any Tax Returnstax allocation agreement. The Company Neither CPI nor CII is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that has resulted or would not be deductible under result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. The Company CPI has not never been a member of an "affiliated group," as defined in Section 1504(a) of the Code (other than a group of which CPI is the common parent). All positions taken on federal Tax Returns that could give rise to a penalty for substantial understatement pursuant to Section 6662(d) of the Code have been disclosed on such Tax Returns. Neither CPI nor CII is a United States real property holding corporation as defined in Section 897 of the Code. No shareholder of CPI is a foreign person within the meaning of Section 1445(b)(2) of the Code. Neither CPI nor CII has made any tax elections under any section of the Code, including, without limitation under any of Sections 108, 168, 338, 441, 463, 472, 1017, 1033 or 4977 of the Code (or any predecessor thereof). None of the assets and properties of CPI or CII is an asset or property that TBA or any of its affiliates is or will be required to treat as being (i) owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954 as amended, and in effect immediately before the enactment of the Tax Reform Act of 1986, or (ii) tax-exempt use property within the meaning of Section 168(h)(1) of the Code. No closing agreement pursuant to Section 7121 of the Code (or any predecessor provision) or any similar provision of any state, local, or foreign law has been entered into by or with respect to CPI or CII or any assets thereof. Neither CPI nor CII has agreed nor to or is required to make any adjustments under adjustment pursuant to Section 481(a) of the Code (or any similar provision of state, local and foreign lawpredecessor provision) by reason of a any change in any accounting method of CPI or CII, neither CPI nor CII has applications pending with any taxing authority requesting permission for any changes in any accounting method of CPI or CII, and the I.R.S. has not proposed any such adjustment or change in accounting method therefor. Neither CPI nor CII has been or otherwise is in violation (or with notice or lapse of time or both, would be in violation) of any applicable law relating to the payment of withholding of taxes. Each of CPI and CII has duly and timely withheld from salaries, wages and other compensation and paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over for any Tax period for which the all periods under all applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementslaws.

Tax Returns and Audits. All Except as set forth in Schedule 2.8, Omaha has accurately prepared and filed all required federal, state state, local and local Tax foreign returns, estimates, information statements and reports ("RETURNS") relating to any and all Taxes relating or attributable to Omaha, its assets, or its operations and such Returns of the Company are true and correct and have been accurately prepared and duly and timely filedcompleted in accordance with applicable law. For the purposes of this Agreement, a "TAX" or, collectively, "TAXES" means any and all federal, state state, local and local foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts. Except as set forth in Schedule 2.8, Omaha has paid all Taxes required to be paid with respect to the periods covered by such returns have been paidReturns and has withheld with respect to its employees all federal and state income taxes, FICA, FUTA and other Taxes it is required to withhold. The Company accruals for Taxes on the books and records of Omaha are sufficient to discharge the Taxes for all periods (or the portion of any period) ending on or prior to the Closing Date. Omaha is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax nor, except as set forth in Schedule 2.8, is there any Tax deficiency outstanding, proposed or assessed against it and Omaha nor has not Omaha executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None Except as set forth in Schedule 2.8, the audits of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns each Return that has been audited by governmental authorities. The reserves the relevant authorities or for Taxes reflected on which the Balance Sheet are and will be sufficient for the payment statute of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company limitations has made adequate provisions on its books of account for all Taxes been waived or extended with respect to its businesseach Return has been closed and Omaha has not received any written or oral notification that an audit or other examination of any Return of Omaha is presently in progress. All such returns that have been audited or for which the statute of limitations has been waived are listed on Schedule 2.8. Except as set forth in Schedule 2.8, properties and operations Omaha does not have any liabilities for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no unpaid federal, state, local and foreign Taxes, whether asserted or foreign auditsunasserted, actionsknown or unknown, suits, proceedings, investigations, claims contingent or administrative proceedings relating otherwise and Omaha does not have any knowledge of any basis for the assertion of any such liability attributable to Omaha or its assets or operations. None of Omaha and its subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was Omaha) or (ii) has any liability for the Taxes or of any Tax Returns person (other than any of Omaha and its subsidiaries) under Section 1.1502-6 of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Income Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code Regulations (or any similar provision of state, local and or foreign law) ), as a transferee or successor, by reason of a change in accounting method contract or otherwise for any Tax period for which the applicable statute of limitations has not yet expiredotherwise. The Company Omaha is not a party to, is not to or bound by any tax indemnity, tax sharing or tax allocation agreement. There are (and does as of immediately following the Closing there will be) no liens on the assets of Omaha relating to or attributable to Taxes, except for liens for Taxes not have yet due and payable and neither Omaha nor any obligation underof the Shareholders has knowledge of any basis for the assertion of any such claim which, if adversely determined, would result in liens on the assets of Omaha. Omaha has not filed any Tax sharing consents under Section 341(f) of the Code. None of the assets of Omaha are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code. There is no contract, agreement, Tax indemnification agreement or similar contract plan or arrangement, whether written including but not limited to the provisions of this Agreement, covering any employee or unwritten (former employee of Omaha that, individually or collectively, “Tax Sharing Agreements”)could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, nor does it have any potential liability 162 or obligation 404 of the Code. Omaha has not distributed to its shareholders, in connection with or in contemplation of the Merger, an amount of its assets, including cash, with a fair market value greater than 10% of the fair market value of the net assets or 30% of the fair market value of the gross assets (within the meaning of IRS Revenue Procedure 86-42) held by Omaha immediately prior to any Person as a result of, or pursuant to, any Tax Sharing Agreementssuch distribution.

Tax Returns and Audits. Except as set forth on Schedule 5.11, All required federal, state and local Tax Returns of the Company SuckerPunch have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company SuckerPunch is not and has not been delinquent in the payment of any Tax. The Company SuckerPunch has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanySuckerPunch’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are balance sheets included in the Most Recent Financial Statements and will be sufficient for the payment of all unpaid Taxes payable by the Company SuckerPunch as of the Balance Sheet Daterespective balance sheet dates. Since the Balance Sheet Datesuch balance sheet dates, the Company SuckerPunch has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company SuckerPunch has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company SuckerPunch now pending, and the Company SuckerPunch has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company SuckerPunch is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company SuckerPunch has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company SuckerPunch is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing AgreementsAgreement.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, ““ Tax Sharing AgreementsAgreements ”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of Parent's federal income, state and local income and franchise tax returns has been audited by any governmental authority; and none of the Company’s federal income Tax Returns nor any Parent's state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All (a) Except as set forth on Schedule 3.16, all required federal, state state, local and local foreign Tax Returns (as defined below) of the Company Parent and Merger Sub have been accurately prepared and duly and timely filed, and all federal, state state, local and local Taxes foreign required to be paid with respect to the periods covered by such returns have been paid. The Company Neither Parent nor Merger Sub is not and has have not been delinquent in the payment of any Tax. The Company Neither Parent nor Merger Sub has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent or Merger Sub’s federal income Tax Returns nor any state or local income or franchise Tax Returns has have been audited by governmental authoritiesany Governmental Authority. The reserves for Taxes reflected on the Balance Sheet Parent Financial Statements, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company Parent or Merger Sub as of the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent and Merger Sub has made adequate provisions on its respective books of account for all Taxes with respect to its business, properties and operations for such period. The Company Each Parent and Merger Sub has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent or Merger Sub now pending, and the Company neither Parent nor Merger Sub has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Neither Parent nor Merger Sub is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company Neither Parent nor Merger Sub has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) Law), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Neither Parent nor Merger Sub (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten Sharing Agreements and (collectively, “Tax Sharing Agreements”), nor ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company's state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as set forth on Schedule 2.15, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid on or prior to the date hereof with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes known to and payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited towithout limitation, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There To the Company’s knowledge, there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federalExcept as set forth in Schedule 3.22, state and local Tax Returns as of the Company have been accurately prepared and duly and timely filedEffective Date of this Agreement AWW has, and as of the Closing Date AWW will have: (a) filed in accordance with applicable laws all federal, state state, and local Taxes tax returns required to be filed by it; (b) paid all taxes, assessments, penalties, and interest charges shown to be due and payable on each such return or otherwise due or to become due or required to be paid; and (c) accrued or created reserves for all taxes due or to become due by it for all periods ending before, on or with respect to the periods covered by such returns have been paidEffective Date. The Company is federal income tax liability of AWW has not and been examined by the Internal Revenue Service during the six-year period ending on December 31, 1996, nor has there been an examination of any other tax liability of AWW during the past six (6) years. Except as set forth in Schedule 3.22, AWW has not been delinquent in the payment of any Tax. The Company tax, assessment or governmental charge, nor has not had a Tax any tax deficiency been proposed or assessed against it and which has not been satisfied, except for the delinquent payment of past property taxes, payment of which has been made in full. AWW has not executed a any waiver of any the statute of limitations on the assessment or collection of any Taxtax. None Copies of the Company’s federal and state income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are tax returns of AWW, and will be sufficient all adjustments and amendments to such returns, for the payment three years ended December 31, 1996, together with copies of all unpaid Taxes payable by reports, as filed, of any taxing authority relating to examinations thereof, have been previously delivered to Liquids, and to the Company as best of the Balance Sheet Dateeach Guarantor's knowledge, are accurate and complete. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company AWW has withheld or otherwise collected from each payment made all taxes or amounts it is required to each of its employees the amount of all Taxes (withhold or collect under any applicable federal, state, or local law, including, but not limited towithout limitation, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) any amounts required to be withheld or collected therefromwith respect to social security, unemployment compensation, sales or use taxes or workers' compensation, and has paid the same all such amounts have been timely remitted to the proper Tax receiving officers authorities. For purposes of this Section 3.22, the term "tax" or authorized depositaries"taxes" shall include, but not be limited to, income taxes, employment taxes, excise taxes, sales and use taxes, franchise taxes, and any other tax that may be imposed by a taxing authority. AWW is not a party to any tax allocation or sharing agreement or otherwise under any obligation to indemnify any person with respect to taxes. There are no federal, state, local accounting method changes or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating proposed account method changes of AWW that could give rise to Taxes or any Tax Returns an adjustment under Section 481 of the Company now pending, and Code for any period after the Company has not received any notice Closing. There are no requests for rulings in respect of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or tax pending between AWW and any Tax Returnstax authority. The Company AWW is not obligated to make a payment, nor is it a party to any agreement joint venture, partnership, or other arrangement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person treated as a result of, or pursuant to, any Tax Sharing Agreementspartnership for federal income tax purposes.

Tax Returns and Audits. All required foreign, federal, state state, local and local Tax Returns other tax returns, notices and reports (including, without limitation, income, property, sales, use, franchise, capital stock, excise, added value, employees’ income withholding, social security and unemployment tax returns) of the Company have been accurately prepared and duly and timely filed, and all foreign, federal, state state, local and local Taxes other taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Taxtax, assessment or governmental charge. The Company has not never had a Tax any material tax deficiency proposed or assessed against it and has not executed a any waiver of any statute of limitations on the assessment or collection of any Taxtax or governmental charge. None No tax audit, action, suit, proceeding, investigation or claim is now pending nor, to the best of the Company’s federal income Tax Returns nor any state knowledge after reasonable inquiry, threatened against the Company, and no issue or local income or franchise Tax Returns question has been audited raised (and is currently pending) by governmental authoritiesany taxing authority in connection with any of the Company’s tax returns or reports. The reserves for Taxes taxes, assessments and governmental charges reflected on the Balance Sheet are and will be substantially sufficient for the payment of all unpaid Taxes taxes and governmental charges payable by the Company as of with respect to the period ended on the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes taxes, assessments and governmental charges with respect to its business, properties and operations for such period. Second Amended and Restated Reclassification Agreement The Company has withheld or collected from each payment made to each of its employees employees, the amount of all Taxes taxes (including, but not limited to, federal, state and local federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Parent Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent Company. The Parent Company is not and has not been delinquent in the payment of any Tax. The Parent Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the Parent Company’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent Company with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Parent Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties properties, and operations for such period. The Parent Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state state, and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, therefrom and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Parent Company now pending, and the Parent Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Parent Company is has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Parent Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent Company has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of with respect to the period ended on the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not neither obligated to make a payment, payment nor is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor or is not required to make any adjustments under Section section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not neither a party to, nor is not bound by and does not have nor has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor does it have any and (ii) has no potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All Except for the Obligation, all required federal, state and local Tax Returns of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state provincial and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a Material Adverse Effect on the Company. The Except for the Obligation, the Company is not and has not been delinquent in the payment of any Tax. The Except with respect to the Obligation, the Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or income, provincial and local income or and franchise Tax Returns tax returns has been audited by governmental authoritiesany Authority. The reserves for Taxes reflected on the Balance Sheet Financial Statements and the amount of the Escrow Deposit (as defined in the Restricted Escrow Agreement, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet DateCompany. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes Except with respect to its businessthe Obligation, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a(i) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax tax sharing agreementagreements, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten and (collectively, “Tax Sharing Agreements”), nor ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreementssuch tax sharing agreements. The Company has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All Except as disclosed in Schedule 2.15 hereto, all required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All (a) Except as disclosed in Schedule 2.16(a) hereto, all required federal, state and local Tax Returns (as defined below) of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Except as disclosed in Schedule 2.16(a) hereto, the Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Except as disclosed in Schedule 2.16(a) hereto, the Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns of the Company EPT have been accurately prepared and duly and timely filed, and all federal, state and local Taxes (as defined below) required to be paid with respect to the periods covered by such returns have been paid. The Company EPT is not and has not been delinquent in the payment of any Tax. The Company EPT has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyEPT’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of EPT’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company EPT as of the EPT Balance Sheet Date. Since the EPT Balance Sheet Date, the Company EPT has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company EPT has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company EPT now pending, and the Company EPT has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company EPT is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company EPT has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company EPT (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Company. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the Company’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Company Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of with respect to the period ended on the Company Balance Sheet Date. Since the Company Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. The Company has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s Parent's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. No claim has ever been made by an authority in a jurisdiction where the Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of Parent with respect to the period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute statue of limitations has not yet expired. The Company Parent (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Liberated will have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of Liberated. The Company is not and has not been delinquent in the payment of any Tax. The Company Liberated has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyLiberated’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of Liberated’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Liberated Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Liberated with respect to the Company as of the period ended on Liberated Balance Sheet Date. Since the Liberated Balance Sheet Date, the Company Liberated has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Liberated has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Liberated now pending, and the Company Liberated has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Liberated has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Liberated (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Liberated has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company’s state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns nor tax returns has been audited by any governmental authority; and, except for a California Board of Equalization sales tax audit conducted in 2004, which audit did not result in any liability to the Company, none of the Company's state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings Actions relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Acquiring Entity have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Acquiring Entity. The Company Acquiring Entity is not and has not been delinquent in the payment of any Tax. The Company Acquiring Entity has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of Acquiring Entity's federal income, state and local income and franchise tax returns has been audited by any governmental authority; and none of the Company’s federal income Tax Returns nor any Acquiring Entity's state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Acquiring Entity Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Acquiring Entity with respect to the Company as of period ended on the Acquiring Entity Balance Sheet Date. Since the Acquiring Entity Balance Sheet Date, the Company Acquiring Entity has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Acquiring Entity has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Acquiring Entity now pending, and the Company Acquiring Entity has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Acquiring Entity has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Acquiring Entity (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Acquiring Entity has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same are material and have become due. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Taxit. None of the CompanyParent’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of Parent with respect to the period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”)Agreement, nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements. The Company is a "C" corporation for federal tax purposes and is an accrual tax payor.

Tax Returns and Audits. (a) The taxable year of Image ends December 31. Image has duly and timely filed or caused to be filed all tax returns (the "Tax Returns") required to be filed on behalf of itself and has paid in full or fully reserved against in the Financial Statements all taxes, interest, penalties, assessments and deficiencies due or claimed to be due on behalf of itself to foreign, federal, state or local taxing authorities (including taxes on properties, income, franchises, licenses, sales, use and payrolls). Such Tax Returns are correct in all material respects, and Image is not required to pay any other taxes for such periods except as shown in such Tax Returns. The income tax returns filed by Image have not been, and are not being, to the knowledge of Image, examined by the Internal Revenue Service or other applicable taxing authorities for any period. All required taxes or estimates thereof that are due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid so as to avoid penalties for underpayment. Except for amounts not yet due and payable, all tax liabilities to which the properties of Image may be subject have been paid and discharged. The provisions for income and other taxes payable reflected in the Financial Statements make adequate provision for all then accrued and unpaid taxes of Image. There are no tax liens (other than liens for taxes which are not yet due and payable) on any of the property of Image, nor are there any pending or threatened examinations or tax claims asserted. Image has not granted any extensions of limitation periods applicable to tax claims or filed a consent under Section 341(f) of the Code relating to collapsible corporations. Except in jurisdictions in which Image voluntarily files tax returns, no claim has ever been made by a taxing authority that Image is or may be subject to taxation by that jurisdiction. True and correct copies of all federal, foreign, state and local Tax Returns of the Company have been accurately prepared income and duly and timely filedother tax returns, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected notices from each payment made to each of its employees the amount of all Taxes (including, but not limited toforeign, federal, state and local income taxestaxing authorities, Federal Insurance Contribution Act taxes tax examination reports and Federal Unemployment Tax Act taxes) required statements of deficiencies assessed against or agreed to be withheld or collected therefromby Image since January 1, and has paid the same 1994, have been delivered to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingTBA, and the Company has not received any notice same are listed in Section 3.8 of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returnsthe Disclosure Schedule. The Company Image is not obligated to make a paymentparty to, nor or bound by, any tax indemnity, tax sharing or tax allocation agreement. Image is it not a party to any agreement that under certain circumstances could obligate it to make a payment, that has resulted or would not be deductible under result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. The Company Image has never been a member of an "affiliated group," as defined in Section 1504(a) of the Code. All positions taken on federal Tax Returns that could give rise to a penalty for substantial understatement pursuant to Section 6662(d) of the Code have been disclosed on such Tax Returns. Image is not is a United States real property holding corporation as defined in Section 897 of the Code. No shareholder of Image is a foreign person within the meaning of Section 1445(b)(2) of the Code. Image has not made any tax elections under any section of the Code (other than its election to be taxed as an "S" corporation under Section 1362), including, without limitation under any of Sections 108, 168, 338, 441, 463, 472, 1017, 1033 or 4977 of the Code (or any predecessor thereof). None of the assets and properties of Image is an asset or property that TBA or any of its affiliates is or will be required to treat as being (i) owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954 as amended, and in effect immediately before the enactment of the Tax Reform Act of 1986, or (ii) tax-exempt use property within the meaning of Section 168(h)(1) of the Code. No closing agreement pursuant to Section 7121 of the Code (or any predecessor provision) or any similar provision of any state, local, or foreign law has been entered into by or with respect to Image or any assets thereof. Image has not agreed nor to or is not required to make any adjustments under adjustment pursuant to Section 481(a) of the Code (or any similar provision of state, local and foreign lawpredecessor provision) by reason of a any change in any accounting method of Image, Image has no applications pending with any taxing authority requesting permission for any changes in any accounting method of Image, and the I.R.S. has not proposed any such adjustment or change in accounting method or otherwise for any Tax period for which the applicable statute of limitations therefor. Image has not yet expired. The Company been or is not a party toin violation (or with notice or lapse of time or both, is not bound by would be in violation) of any applicable law relating to the payment of withholding of taxes. Image has duly and does not have any obligation undertimely withheld from salaries, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation wages and other compensation and paid over to any Person as a result of, or pursuant to, any Tax Sharing Agreementsthe appropriate taxing authorities all amounts required to be so withheld and paid over for all periods under all applicable laws.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same are material and have become due. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent’s federal income Tax Returns nor any income, state or and local income or and franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Except as disclosed in Schedule 3.16 hereto, Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company Parent has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. (a) All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid on or prior to the date hereof with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns nor tax returns has been audited by any governmental authority; and none of the Company's state or local income or franchise Tax Returns tax returns has been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on the Balance Sheet Financial Statements are and will be sufficient for the payment of all unpaid Taxes known to and payable by the Company as of the Balance Sheet Financial Statement Date. Since the Balance Sheet Financial Statement Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited towithout limitation, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There To the Company's knowledge, there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “"Tax Sharing Agreements”"), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All As of the Effective Time, the Company will have prepared and timely filed all required federal, state state, local and local Tax foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law. As of the Effective Time, the Company (A) will have been accurately prepared paid all Taxes it is required to pay, and, will have withheld with respect to its employees and duly contract workers all federal and timely filedstate income taxes, Federal Insurance Contribution Act ("FICA"), Federal Unemployment Tax Act ("FUTA") and all federal, state and local other Taxes required to be paid with respect withheld, and (B) will have accrued on the Current Balance Sheet all unpaid Taxes attributable to the periods covered by such returns preceding the date of the Current Balance Sheet and will not have been paidincurred any liability for Taxes for the period commencing on the date of the Current Balance Sheet and ending immediately prior to the Effective Time, other than in the ordinary course of business. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a , nor is there any Tax deficiency outstanding, assessed or proposed or assessed against it and the Company, nor has not the Company executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. None No audit or other examination of any Return of the Company’s federal income Tax Returns Company is presently in progress, nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as been notified of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations any request for such periodan audit or other examination. The Company has withheld no liabilities for unpaid federal, state, local and foreign Taxes which have not been accrued or collected from each payment reserved on the Current Balance Sheet, whether asserted or unasserted, contingent or otherwise, and the Company has not incurred any liability for Taxes since the date of the Current Balance Sheet other than in the ordinary course of business. The Company has made available to each of Parent or its employees the amount legal counsel, copies of all Taxes (including, but not limited toforeign, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, all state and has paid local sales and use Returns for the same to the proper Tax receiving officers or authorized depositariesCompany filed for all periods since its inception. There are (and immediately prior to the Effective Time there will be) no federalliens, statepledges, local charges, claims, restrictions on transfer, mortgages, security interests or foreign auditsother encumbrances of any sort (collectively, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns "Liens") on the assets of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to or attributable to Taxes or any Tax Returnsother than Liens for Taxes not yet due and payable. The Company has no knowledge of any basis for the assertion of any claim relating or attributable to Taxes which, if adversely determined, would result in any Lien on the assets of the Company. None of the Company's assets is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under treated as "tax-exempt use property," within the meaning of Section 280G 168(h) of the Code. The Company has not agreed nor is required to make filed any adjustments consent agreement under Section 481(a341(f) of the Code (or agreed to have Section 341(f)(4) of the Code apply to any similar provision of state, local and foreign law) by reason disposition of a change subsection (f) asset (as defined in accounting method or otherwise for any Tax period for which Section 341(f)(4) of the applicable statute of limitations has not yet expiredCode) owned by the Company. The Company is not a party toto any tax sharing, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification or allocation agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have the Company owe any potential liability or obligation amount under any such agreement. The Company is not, and has not been at any time, a "United States Real Property Holding Corporation" within the meaning of Section 897(c)(2) of the Code. No adjustment relating to any Person as Return filed by the Company has been proposed formally or, to the knowledge of the Company, informally by any tax authority to the Company or any representative thereof. The Company has not constituted either a result of, "distributing corporation" or pursuant to, any Tax Sharing Agreementsa "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

Tax Returns and Audits. (a) All required federal, state state, local and local foreign Tax Returns (as defined below) of the Company Inventergy have been accurately prepared and duly and timely filed, and all federal, state state, local and local foreign Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Inventergy is not and has not been delinquent in the payment of any Tax. The Company Inventergy has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyInventergy’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authoritiesany Governmental Authority. The reserves for Taxes reflected on the Balance Sheet Inventergy Financial Statements, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company Inventergy as of the Inventergy Balance Sheet Date. Since the Inventergy Balance Sheet Date, the Company Inventergy has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Inventergy has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Inventergy now pending, and the Company Inventergy has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Inventergy is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company Inventergy has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) Law), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Inventergy (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. The Company and each of its Subsidiaries have filed when due and in accordance with all applicable laws and regulations all income Tax Returns and other material Tax Returns required to be filed by any of them and have paid (or withheld and remitted to the appropriate Governmental Entity) all material Taxes required to be paid or withheld (whether or not shown on any Tax Returns). All required federalsuch Tax Returns are true and complete in all material respects. The most recent financial statements contained in the Company SEC Reports reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements, state and local each of the Company and its Subsidiaries has established (or has had established on its behalf and for its sole benefit and recourse) in accordance with GAAP an adequate accrual for all material Taxes through the end of the last period for which the Company and its Subsidiaries ordinarily record items on their respective books. No material deficiencies for any Taxes have been asserted or assessed, or, to the Knowledge of the Company, proposed in writing, against the Company or any of its Subsidiaries that are not subject to adequate reserves (in accordance with GAAP). No audit, claim, action, suit, investigation or other examination in respect of any Tax or Tax asset of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit, claim, action, suit, investigation or other examination. The income and franchise Tax Returns of the Company and its Subsidiaries through the Tax year ended December 31, 2005 have been accurately prepared examined and duly and timely filed, and all federal, state and local Taxes required to be paid closed or are Tax Returns with respect to which the periods covered by such returns have been paidapplicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. The Neither the Company is not and nor any of its Subsidiaries has not been delinquent in the payment of granted any Tax. The Company has not had a Tax deficiency proposed extension or assessed against it and has not executed a waiver of any the statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect period applicable to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingReturn, and the Company has not received any notice of any proposed audits, investigations, claims which period (after giving effect to such extension or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(awaiver) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax free treatment under Section 355 of the Code. Section 2.7 of the Company Disclosure Letter contains a list of all jurisdictions (whether foreign or domestic) in which the Company or any of its Subsidiaries currently files Tax Returns. Neither the Company nor any of its Subsidiaries owns an interest in real property in any jurisdiction in which a Tax is not imposed, or the value of the interest is reassessed, on the transfer of an interest in real property and which treats the transfer of an interest in an entity that owns an interest in real property as a transfer of the interest in real property. Neither the Company nor any of its Subsidiaries has any liability for the payment of any amount as a result of being party to, is not bound by and does not have any obligation under, to any Tax sharing agreement, Tax agreement or with respect to the payment of any amount imposed on any Person of the type described in clause (i) or (ii) of the definition of “Tax” as a result of any existing express or implied agreement or arrangement (including an indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All Except as disclosed in the Parent SEC Documents, all required federal, state and local Tax Returns of the Company Parent have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Parent is not and or has not been delinquent in the payment of any Tax. The Company Tax and the Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanyParent’s federal income Tax Returns nor tax returns have been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has tax returns have been audited by any governmental authoritiesauthority. The reserves for Taxes reflected on in the Balance Sheet Parent Financial Statements, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company Parent, as of the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, payment that would not be deductible under Section 280G of the Code. The Company Parent has not agreed agreed, nor is required it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, is not nor bound by and does not have any obligation or obligated under, any Tax sharing agreementSharing Agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten and (collectively, “Tax Sharing Agreements”), nor does it have any ii) has no potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paidpaid to the extent that the same have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on or the assessment or collection of any Tax. None of the CompanyParent’s federal income, state and local income Tax Returns nor and franchise tax returns has been audited by any governmental authority; and none of the Parent’s state or local income or franchise Tax Returns has been audited by any governmental authoritiesauthority. DEN-54526-7 The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties properties, and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state state, and local income taxesTaxes, Federal Insurance Contribution Act taxes Taxes and Federal Unemployment Tax Act taxesTaxes) required to be withheld or collected therefrom, therefrom and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is Parent has not obligated to make a paymentagreed, nor is it a party to any agreement that under certain circumstances could obligate it to make a paymentrequired, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) ), whether by reason of a change in accounting method or otherwise otherwise, for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, nor is not it bound by and does not have any obligation or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor and (ii) does it not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements. Parent has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s 's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”"TAX SHARING AGREEMENTS"), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All Other than discussed in Schedule 4.11, all required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Parent have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Parent is not and has not been delinquent in the payment of any Tax. The Company Parent has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s Parent's federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by Parent with respect to the Company as of period ended on the Parent Balance Sheet Date. Since the Parent Balance Sheet Date, the Company Parent has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company Parent has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers offices or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Parent now pending, and the Company Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Parent is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Parent has not agreed nor or is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Parent (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreementSharing Agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have ii) has any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. All required federal, state and local Tax Returns of the Company Sequoia have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company Sequoia is not and has not been delinquent in the payment of any Tax. The Company Sequoia has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the CompanySequoia’s federal income Tax Returns tax returns nor any state or local income or franchise Tax Returns tax returns has been audited by governmental authoritiesGovernmental Bodies. The reserves for Taxes reflected on the Sequoia Balance Sheet Sheet, if any, are and will be sufficient for the payment of all unpaid Taxes payable by the Company Sequoia as of the Balance Sheet DateDecember 31, 2006. Since the Balance Sheet DateDecember 31, the Company 2006, Sequoia has made adequate provisions on its books of account for all Taxes with respect to its business, properties properties, and operations for such period. The Company Sequoia has withheld or collected from each payment made to each of its employees the amount of all Taxes taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company Sequoia now pending, and the Company Sequoia has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company Sequoia is not obligated to make a payment, nor or is it a party to any an agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company Sequoia has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company Sequoia (i) is not a party to, is not bound by and does not have or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor or (ii) does it not have any potential liability or obligation to any Person person as a result of, or pursuant to, any such Tax Sharing Agreements.

Tax Returns and Audits. The taxable year of Magnum ends December 31. Magnum has duly and timely filed or caused to be filed all tax returns (the "Tax Returns") required to be filed on behalf of itself and has paid in full or fully reserved against in the Financial Statements all taxes, interest, penalties, assessments and deficiencies due or claimed to be due on behalf of itself to foreign, federal, state or local taxing authorities (including taxes on properties, income, franchises, licenses, sales, use and payrolls). Such Tax Returns are correct in all material respects, and Magnum is not required to pay any other taxes for such periods except as shown in such Tax Returns. The income tax returns filed by Magnum have not been, and are not being, to the knowledge of Magnum and the Shareholders, examined by the Internal Revenue Service or other applicable taxing authorities for any period. All required taxes or estimates thereof that are due, or are claimed or asserted by any taxing authority to be due, have been timely and appropriately paid so as to avoid penalties for underpayment. Except for amounts not yet due and payable, all tax liabilities to which the properties of Magnum may be subject have been paid and discharged. The provisions for income and other taxes payable reflected in the Financial Statements make adequate provision for all then accrued and unpaid taxes of Magnum. There are no tax liens (other than liens for taxes which are not yet due and payable) on any of the property of Magnum, nor are there any pending or threatened examinations or tax claims asserted. Magnum has not granted any extensions of limitation periods applicable to tax claims or filed a consent under Section 341(f) of the Code relating to collapsible corporations. Except in jurisdictions in which Magnum voluntarily files tax returns, no claim has ever been made by a taxing authority that Magnum is or may be subject to taxation by that jurisdiction. True and correct copies of all federal, foreign, state and local Tax Returns of the Company have been accurately prepared income and duly and timely filedother tax returns, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected notices from each payment made to each of its employees the amount of all Taxes (including, but not limited toforeign, federal, state and local income taxestaxing authorities, Federal Insurance Contribution Act taxes tax examination reports and Federal Unemployment Tax Act taxes) required statements of deficiencies assessed against or agreed to be withheld or collected therefromby Magnum since January 1, and has paid the same 1994, have been delivered to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pendingTBA, and the Company has not received any notice same are listed in Section 3.8 of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returnsthe Disclosure Schedule. The Company Magnum is not obligated to make a paymentparty to, nor or bound by, any tax indemnity, tax sharing or tax allocation agreement. Magnum is it not a party to any agreement that under certain circumstances could obligate it to make a payment, that has resulted or would not be deductible under result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. The Company Magnum has never been a member of an "affiliated group," as defined in Section 1504(a) of the Code. All positions taken on federal Tax Returns that could give rise to a penalty for substantial understatement pursuant to Section 6662(d) of the Code have been disclosed on such Tax Returns. Magnum is not a United States real property holding corporation as defined in Section 897 of the Code. No shareholder of Magnum is a foreign person within the meaning of Section 1445(b)(2) of the Code. Magnum has not made any tax elections under any section of the Code, including, without limitation under any of Sections 108, 168, 338, 441, 463, 472, 1017, 1033 or 4977 of the Code (or any predecessor thereof). None of the assets and properties of Magnum is an asset or property that TBA or any of its affiliates is or will be required to treat as being (i) owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954 as amended, and in effect immediately before the enactment of the Tax Reform Act of 1986, or (ii) tax-exempt use property within the meaning of Section 168(h)(1) of the Code. No closing agreement pursuant to Section 7121 of the Code (or any predecessor provision) or any similar provision of any state, local, or foreign law has been entered into by or with respect to Magnum or any assets thereof. Magnum has not agreed nor to or is not required to make any adjustments under adjustment pursuant to Section 481(a) of the Code (or any similar provision of state, local and foreign lawpredecessor provision) by reason of a any change in any accounting method of Magnum, Magnum has no applications pending with any taxing authority requesting permission for any changes in any accounting method of Magnum, and the I.R.S. has not proposed any such adjustment or change in accounting method or otherwise for any Tax period for which the applicable statute of limitations therefor. Magnum has not yet expired. The Company been or is not a party toin violation (or with notice or lapse of time or both, is not bound by would be in violation) of any applicable law relating to the payment of withholding of taxes. Magnum has duly and does not have any obligation undertimely withheld from salaries, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation wages and other compensation and paid over to any Person as a result of, or pursuant to, any Tax Sharing Agreementsthe appropriate taxing authorities all amounts required to be so withheld and paid over for all periods under all applicable laws.

Tax Returns and Audits. All The Company has accurately prepared and timely filed all required federal, state state, local and local Tax Returns of foreign returns, estimates, information statements and reports (including extensions thereof) ("Returns") relating to any and all Taxes relating or attributable to the Company or its operations and such Returns are true and correct and have been accurately prepared and duly and completed in accordance with applicable law. The Company has timely filed, and paid all federal, state and local Taxes required to be paid with respect to such Returns and has withheld with respect to its employees all federal and state income taxes, FICA, FUTA and other Taxes the periods covered by such returns have been paid. The Company is not required to withhold. Schedule 2.18 discloses the accrual for certain of the Company's Taxes as of September 30, 1997. Within a reasonable time after Closing, Seller will provide Buyer an estimate of the amounts necessary to discharge all Taxes due and payable on Returns required to be filed under (i) the Code for periods beginning after January 1, 1997 or (ii) any state or local Law, in both cases for all periods (or the portion of any period) ending on or prior to the Closing Date (the "Closing Tax Reserve"), which amounts shall be calculated in the ordinary course of business consistent with past practices. Except as specifically set forth on Schedule 2.18, the Company has not been delinquent in the payment of any Tax. The Company has not had a Tax nor is there any Tax deficiency outstanding, proposed or assessed against it and the Company, nor has not the Company executed a any waiver of any statute of limitations on or extending the period for the assessment or collection of any Taxthe Tax relating to the Company. No audit or other examination of any Tax Return of the Company is presently in progress. Except as specifically set forth in Schedule 2.18, the Company and Insurance Subsidiary do not have any liabilities for unpaid federal, state, local and foreign Taxes, whether asserted or unasserted, known or unknown, contingent or otherwise for which adequate provision has not been made in the SAP Financial Statements or will not be made in the Closing Tax Reserve and AMCA does not have any liabilities for unpaid federal, state, local and foreign Taxes, whether asserted or unasserted, known or unknown, contingent or otherwise (including as a result of the inaccuracy of any Return) for which adequate provision has not been made in the SAP Financial Statements or the AMCA Financial Statements, or will not be made in the Closing Tax Reserve, and Seller has no Knowledge of any basis for the assertion of any such liability attributable to the Company, or any of its assets or operations. Except as set forth on Schedule 2.18, the Company is not (and has never been) required to join with any other entity in the filing of a consolidated tax return for federal tax purposes or a consolidated or combined return or report for state tax purposes. Except as set forth on Schedule 2.18, the Company is not a party to or bound by any tax indemnity, tax sharing or tax allocation agreement. The Company has provided to Buyer copies of all federal and state income and all state sales, franchise and use Returns for the fiscal years ending December 31, 1994, 1995 and 1996. There are (and as of the date immediately following the Closing Date there will be) no Encumbrances on the assets of the Company relating to or attributable to Taxes. The Company has no property which is being sold, conveyed or transferred pursuant to this Agreement which in the hands of Buyer would be treated as being owned by persons other than Buyer pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954 as in effect immediately prior to the enactment of the Tax Reform Act of 1986, or any analogous provisions of any state law. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on 's assets are treated as "tax-exempt use property" within the Balance Sheet are and will be sufficient for the payment meaning of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxesSection 168(h) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.