Common use of Taxes Clause in Contracts

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes those that are currently being contested in good faith or as would not reasonably be expected to cause have, individually or in the aggregate, result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. To the Company’s knowledge, there are no tax liens against the assets, properties or business of the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries subsidiaries has (a) filed all foreign, federal, state and local tax returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, thereof (except in any case in which where the failure so to file would not reasonably be expected to cause not, individually or in the aggregate, have a Material Adverse Change. Each of the Company Effect) and its Subsidiaries has (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiarysubsidiary (except where the failure to pay would not, except for any such taxes that are currently being contested individually or in good faith or as would not reasonably be expected to cause the aggregate, have a Material Adverse ChangeEffect). The provisions for taxes payable, if any, shown on the financial statements filed with or as part of included in the Registration Statement Statement, the Time of Sale Disclosure Package and the Final Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to To the Underwritersknowledge of the Company, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiariessubsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariessubsidiaries. The term “taxes” means mean all federal, state, local, foreign foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes that are currently being contested in good faith or as would not be reasonably be expected to cause have a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes those that are currently being contested in good faith or as would not reasonably be expected to cause not, individually or in the aggregate, result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. To the Company’s knowledge, there are no tax liens against the assets, properties or business of the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the The Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the The Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective SubsidiaryCompany, except for any (i) such taxes that are currently being contested the Company is challenging in good faith or and (ii) for such exceptions as would not reasonably be expected expected, individually or in the aggregate, to cause have a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all material accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed would not reasonably be expected to result in writing to the Underwritersa Material Adverse Change, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its SubsidiariesCompany, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its SubsidiariesCompany. The term “taxes” means mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the UnderwritersUnderwriter, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company Borrower and its Subsidiaries has timely filed or has caused to be timely filed all material U.S. federal, state and local Tax returns (as hereinafter defined) that are required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company by it and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such other material Tax returns that were are required to be filed by it and has paid all taxes material Taxes for which it is directly or indirectly liable and any assessments made against it or any of its property and all other material Taxes, fees or other charges imposed on it or assessed against any of its property by any Governmental Authority, other than any Taxes, fees or other charges the Company amount or such respective Subsidiary, except for any such taxes that are validity of which is currently being contested in good faith or as would not reasonably be expected by appropriate proceedings and with respect to cause a Material Adverse Change. The provisions for taxes payable, if any, shown which reserves in conformity with GAAP have been provided on the financial statements filed with or as part books of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company Borrower or its Subsidiaries, as the case may be. The charges, accruals and (ii) reserves on the books of the Borrower and any of its Subsidiaries in respect of Taxes and other governmental charges are adequate. Neither the Borrower nor any of its Subsidiaries has given or been requested to give a waiver of the statute of limitations relating to the payment of any federal, state, local and foreign Taxes or other impositions, and no waivers of statutes of limitation Tax lien has been filed with respect to the returns Borrower or collection any of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federalThere is no proposed Tax assessment against the Borrower or any of its Subsidiaries, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect theretothere is no basis for such assessment. The term “returns” means period within which United States federal income Taxes may be assessed against any of the Borrower or any of its Subsidiaries has expired for all returnstaxable years ending on or before December 31, declarations, reports, statements and other documents required to be filed in respect to taxes2006.

Taxes. Each of (a) GFI and each GFI Subsidiary have (i) duly and timely filed (or there have been duly and timely filed on its behalf) with the Company appropriate Governmental Entities or Taxing Authorities all income and its Subsidiaries has filed all returns (as hereinafter defined) other material Tax Returns required to be filed by it in respect of any material Taxes, and all notifications required to be filed by it with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except a Taxing Authority in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each respect of the Company GFI Stock Plan, (ii) duly and its Subsidiaries timely paid in full (or GFI has paid on the GFI Subsidiaries’ behalf) all taxes (as hereinafter defined) Taxes shown as due on such returns that were filed income and has other material Tax Returns, (iii) duly and timely paid in full or withheld, or established adequate reserves in accordance with GAAP for, all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes material Taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued due and unpaid taxespayable by it (including estimated Tax payments), whether or not disputed, and for all periods to and including such Taxes were shown on any Tax Return or asserted by the dates of such consolidated financial statements. Except as disclosed in writing to the Underwritersrelevant Governmental Entity or Taxing Authority, (iiv) no issues have been raised (established reserves in accordance with GAAP that are adequate for the payment of all material Taxes not yet due and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation payable with respect to the returns results of operations of GFI and each GFI Subsidiary through the date of the most recent GFI Financial Statement and (v) complied in all material respects with all Laws applicable to the withholding and payment over of material Taxes and has timely withheld and paid over to, or, where amounts have not been so withheld, established an adequate reserve under GAAP for the payment to, the respective proper Governmental Entities or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means Taxing Authorities all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional material amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxesso withheld and paid over.

Taxes. Each Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company, each of the Company and its Subsidiaries has (i) filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company thereof and its Subsidiaries (ii) has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes that are as currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeand for which reserves required by GAAP have been created in the financial statements of the Company. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which where the failure to do so to file would not reasonably be expected to cause result in a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all material accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the UnderwritersUnderwriters or as would not reasonably be expected to have a Material Adverse Change, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the The Company and each of its Subsidiaries has subsidiaries have accurately prepared and timely filed all federal, state and other tax returns and extensions (as hereinafter defined“Returns”) that are required to be filed with taxing authorities prior to the date hereof by each such entity and have paid or has duly obtained extensions of time made provision for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each payment of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether assessments, governmental or not disputedother similar charges; all such Returns are true, correct and for complete in all periods to material respects; and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, localcounty, local or foreign and taxes, charges, fees, levies, fines, penalties or other assessments, including all net income, gross income, gross receipts, sales, sales and use, ad valorem, transfer, franchisegains, profits, licenseexcise, leasefranchise, servicereal and personal property, service usegross receipts, withholdingcapital stock, disability, employment, payroll, employmentlicense, excise, severanceestimated, stamp, occupationcustom duties, premium, property, windfall profits, customs, duties severance or other taxes, fees, assessments withholding taxes or charges of imposed by any kind whatever, together with governmental authority (including any interest and any penalties, penalties (civil or criminal) on or additions to any such taxes and any expenses incurred in connection with the determination, settlement or litigation of any tax liability), in each case, to the extent material (“Taxes”), shown in such Returns or additional amounts on assessments received by the Company or any of its subsidiaries or otherwise due and payable or claimed to be due and payable by any governmental authority, have been paid, except for any such tax, charge, fee, levy, fine, penalty or other assessment that (i) is currently being contested in good faith, or (ii) would not have, or reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its subsidiaries has requested any extension of time within which to file any Return, which Return has not since been filed. Neither the Company nor any of its subsidiaries has executed any outstanding waivers or comparable consents regarding the application of the statute of limitations with respect theretoto any Taxes or Returns. The term “returns” means all returnsNo audits or other administrative proceedings or court proceedings are presently pending nor threatened against the Company or any of its subsidiaries with regard to any Taxes or Returns of the Company or any of its subsidiaries, declarations, reports, statements and other documents required no taxing authority has notified the Company or any of its subsidiaries in writing that it intends to be filed in respect to taxesinvestigate its Tax affairs.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the UnderwritersUnderwriter, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties duties, or other taxes, fees, assessments assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which where the failure to do so to file would not reasonably be expected to cause result in a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as where the failure to do so would not reasonably be expected to cause result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all material accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the UnderwritersUnderwriters or as would not reasonably be expected to result in a Material Adverse Change, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Change, the Company and its Subsidiaries has has: (i) filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company ; and its Subsidiaries has (ii) paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse ChangeCompany. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its SubsidiariesCompany, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company. There are no tax liens against the assets, properties or business of the Company other than liens for taxes not yet delinquent or its Subsidiariesbeing contested in good faith by appropriate proceedings and for which reserves in accordance with GAAP have been established in the Company’s books and records or liens the foreclosure of which, individually and in the aggregate, would not result in a Material Adverse Change. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of Except as set forth in the Company Disclosure Letter, (i) the Company and each of its Subsidiaries has filed all returns material Tax Returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereofhave been filed, except which returns are true and complete in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of all material respects; (ii) the Company and each of its Subsidiaries has duly paid or made provision on its books for the payment of all taxes material Taxes (as hereinafter defined) (including material estimated Taxes and any interest or penalties) which are due and payable (whether or not shown as due on any such returns that were filed Tax Returns), and the Company has and each of its Subsidiaries has withheld or collected and paid over pursuant to applicable law all taxes imposed on or assessed against material Taxes they are required to withhold and collect, (iii) neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of material Taxes of the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, its Subsidiaries; (iiv) no issues that have been raised (and are currently pending) in writing by any the relevant taxing authority in connection with any the examination of the returns or taxes asserted as due from the Company or its Subsidiaries, Tax Returns referred to in clause (i) are currently pending; and (iiv) no waivers all deficiencies asserted or assessments made as a result of statutes any examination of limitation with respect the Tax Returns referred to the returns or collection of taxes in clause (i) by a taxing authority have been given by or requested from the Company or its Subsidiariespaid in full. The term “taxes” For purposes of this Agreement (a) "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means all any federal, state, local, local or foreign and other net income, gross income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfertransfer or excise tax, franchiseor any other tax, profitscustom, licenseduty, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties governmental fee or other taxes, fees, assessments like assessment or charges charge of any kind whateverwhatsoever, together with any interest or penalty, imposed by any governmental authority, and (b) "Tax Return" means any penaltiesreturn, additions to tax report or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents similar statement required to be filed in with respect to taxesany Tax (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any where such taxes that are currently being contested in good faith or as those in which the failure to pay would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient sufficient, in accordance with GAAP, for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries subsidiaries has (a) filed all foreign, federal, state and local tax returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, thereof (except in any case in which where the failure so to file would not reasonably be expected to cause not, individually or in the aggregate, have a Material Adverse Change. Each of the Company Effect) and its Subsidiaries has (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiarysubsidiary (except where the failure to pay would not, except for any such taxes that are currently being contested individually or in good faith or as would not reasonably be expected to cause the aggregate, have a Material Adverse ChangeEffect). The provisions for taxes payable, if any, shown on the financial statements filed with or as part of included in the Registration Statement Statement, the Time of Sale Disclosure Package and the Final Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to To the UnderwritersCompany’s knowledge, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiariessubsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariessubsidiaries that would be reasonably likely to result in a Material Adverse Effect. The term “taxes” means mean all federal, state, local, foreign foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. Each Other than as disclosed in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, each of the Company and its Subsidiaries subsidiaries has (a) filed all foreign, federal, state and local tax returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company thereof and its Subsidiaries has (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changesubsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with included or as part of incorporated by reference in the Registration Statement Statement, the Time of Sale Disclosure Package and the Final Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except Other than as disclosed in writing to the UnderwritersRegistration Statement, (i) the Time of Sale Disclosure Package or the Final Prospectus, no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiariessubsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariessubsidiaries. The term “taxes” means mean all federal, state, local, foreign foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective SubsidiarySubsidiary or made adequate provision therefor as disclosed in the Registration Statement, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changethe Pricing Disclosure Package and the Prospectus. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. There are no tax liens against the assets, properties or business of the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all material returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the The Company and its Subsidiaries has paid all material taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all material taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeof its Subsidiaries. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid material taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or any of its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or any of its Subsidiaries. There are no tax liens against the assets, properties or business of the Company or its Subsidiaries other than liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which reserves in accordance with GAAP have been established in the Company’s books and records. The term “material taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, other than those taxes, the failure of which to have paid, would not result in a Material Adverse Change. The term “material returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes, other than those returns, the failure of which to have filed, would not result in a Material Adverse Change.

Taxes. Each of the Company and its Subsidiaries subsidiaries has (a) filed all foreign, federal, state and local tax returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, thereof (except in any case in which where the failure so to file would not reasonably be expected to cause not, individually or in the aggregate, have a Material Adverse Change. Each of the Company Effect) and its Subsidiaries has (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiarysubsidiary (except where the failure to pay would not, except for any such taxes that are currently being contested individually or in good faith or as would not reasonably be expected to cause the aggregate, have a Material Adverse ChangeEffect). The provisions for taxes payable, if any, shown on the financial statements filed with or as part of included in the Registration Statement Statement, the Time of Sale Disclosure Package and the Final Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to To the UnderwritersCompany’s knowledge, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, subsidiaries and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariessubsidiaries that would be reasonably likely to result in a Material Adverse Effect. The term “taxes” means mean all federal, state, local, foreign foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries Buyer has timely filed all returns Tax Returns (as hereinafter defineddefined below) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereofby it. All such Tax Returns are true, except correct and complete in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Changeall material respects. Each of the Company and its Subsidiaries has paid all taxes All Taxes (as hereinafter defineddefined below) of Buyer which are (i) shown as due on such returns that were filed Tax Returns, (ii) otherwise due and has paid all taxes imposed on payable or assessed against the Company (iii) claimed or such respective Subsidiaryasserted by any taxing authority to be due, have been paid, except for any such taxes that are currently those Taxes being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions and for taxes payable, if any, shown on which adequate reserves have been established in the financial statements filed included in the SEC Reports in accordance with GAAP. There are no liens for any Taxes upon the assets of Buyer, other than statutory liens for Taxes not yet due and payable and liens for real estate Taxes contested in good faith. Buyer does not know of any proposed or as part threatened Tax claims or assessments which, if upheld, could individually or in the aggregate have a material adverse effect on the Buyer or its financial conditions. Buyer has not waived any statute of the Registration Statement are sufficient for all accrued limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. Buyer has withheld and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing paid over to the Underwriters, (i) no issues relevant taxing authority all Taxes required to have been raised (withheld and are currently pending) by any taxing authority paid in connection with any payments to employees, independent contractors, creditors, stockholders or other third parties. The unpaid Taxes of Buyer for the current taxable period (A) did not, as of the returns or taxes asserted as due from most recent Buyer Financial Statements, exceed the Company or its Subsidiaries, reserve for Tax liability set forth on the face of the balance sheet in the most recent Buyer Financial Statements and (iiB) no waivers do not exceed that reserve as adjusted for the passage of statutes time through the Closing in accordance with the past custom and practice of limitation Buyer in filing its Tax Returns. For purposes of this Agreement, (a) "Tax" (and, with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” correlative meaning, "Taxes") means all any federal, state, local, local or foreign and other net income, gross income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer, franchisefranchise or excise tax, profitsor any other tax, licensecustom, leaseduty, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties governmental fee or other taxes, fees, assessments like assessment or charges charge of any kind whateverwhatsoever, together with any interest or penalty or addition thereto, whether disputed or not, imposed by any Governmental Entity, and (b) "Tax Return" means any penaltiesreturn, additions to tax report or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents similar statement required to be filed in with respect to taxesany Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are are, to the Company’s knowledge, sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the The Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities in any jurisdiction to which it is subject prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the The Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective SubsidiaryCompany, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change, and there are no unpaid taxes in any material amount claimed to be due in the ordinary course by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its SubsidiariesCompany, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its SubsidiariesCompany. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties duties, or other taxes, fees, assessments assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with local taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all U.S. federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the (a) The Company and each of its Subsidiaries has timely filed all returns federal, state, local and foreign income Tax Returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except by it in any case all jurisdictions in which the failure so it is required to file would not reasonably do so, and all other material Tax Returns required to be expected to cause a Material Adverse Change. Each of filed by it, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and such Tax Returns are true and complete in all material respects, and the Company and each of its Subsidiaries has paid or caused to be paid all taxes material Taxes (as hereinafter defined) shown as due on required to be paid in respect of the periods covered by such returns that were filed and has paid all taxes imposed on or assessed against made adequate provision in the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the Company's financial statements filed with or as part including the SEC Reports for payment of the Registration Statement are sufficient for all accrued and unpaid taxesmaterial Taxes that have not been paid, whether or not disputedshown as due and payable on any Tax Return in respect of all taxable periods or portions thereof ending on or before the Closing Date. All Tax Returns for the Company in respect of all years not barred by the statute of limitations have heretofore been made available by the Company to HK and are listed in Section 3.9 of the Disclosure Schedule. There are no outstanding agreements, waivers or requests for waivers extending the statutory period of limitation applicable to any Tax Return of the Company or any of its Subsidiaries. There are no liens for Taxes (other than for current Taxes not yet due and for all periods payable) upon the assets of the Company or any of its Subsidiaries. HK will not be required to deduct and including withhold any amount pursuant to Code ss. 1445(a) upon consummation of the dates of such consolidated financial statementsMerger. Except as disclosed in writing to set forth on Section 3.9 of the UnderwritersDisclosure Schedule, neither the Company nor any of its Subsidiaries (i) no issues have has been raised a member of an Affiliated Group (and are currently pendingexcept for the group of which the Company is the common parent), or filed or been included in a combined, consolidated or unitary income Tax Return (other than one filed by the Company), (ii) by is a party to or has any taxing authority liability pursuant to a Tax sharing or Tax indemnity agreement or any other agreement of a similar nature that remains in connection with effect or (iii) has any liability for the Taxes of any person (other than any of the returns or taxes asserted as due from the Company or its Subsidiaries) under Treas. Reg. ss. 1.1502-6 (or any similar provision of state, and local, or foreign law), as a transferee or successor, by contract, or otherwise. Except as set forth in Section 3.9 of the Disclosure Schedule, (iiA) except to the Knowledge of the Company, no claim has ever been made by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that such person is or may be subject to taxation by such jurisdiction; (B) no waivers deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of statutes Tax has been proposed, asserted or assessed by any taxing authority against the Company or any of limitation its Subsidiaries; (C) there is no action, suit, taxing authority proceeding or audit now in progress, pending, or, to the Company's Knowledge, threatened against or with respect to the returns Company or collection any of taxes have been given its Subsidiaries with respect to any income Taxes; and (D) none of the property owned or used by the Company or requested from any of its Subsidiaries is subject to a lease, other than a "true" lease for federal income tax purposes. None of the Company or its SubsidiariesSubsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (w) change in method of accounting for a taxable period ending on or prior to the Closing Date under Code ss. The term “taxes” means all federal, 481(c) (or any corresponding or similar provision of state, locallocal or foreign income Tax law); (x) "closing agreement" as described in Code ss. 7121 (or any corresponding or similar provision of state, local or foreign and other net incomeincome Tax law); (y) deferred intercompany gain or any excess loss account described in Treasury Regulations under Code ss. 1502 (or any corresponding or similar provision of state, gross incomelocal or foreign income Tax law); or (z) installment sale made prior to the Closing Date. None of the Company or its Subsidiaries is a party to any agreement, gross receiptscontract, salesarrangement or plan that has resulted or would result, useseparately or in the aggregate, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges in the payment of any kind whatever"excess parachute payment" within the meaning of Code ss. 280G (or any corresponding provision of state, together with any interest and any penalties, additions to tax local or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxesforeign income Tax law).

Taxes. Each IFT (and any predecessor corporation or partnership as to which IFT is the transferee or successor) has timely filed, or has timely secured an extension and will (within the permitted extension) file, all tax returns, including federal, state, local and foreign tax returns, tax reports and forms, as to which the due date for filing is prior to the Closing Date; has reported all reportable income on such returns; has adopted and followed in the preparation of the Company such returns methods of accounting accepted by law, and its Subsidiaries has filed not changed any methods of accounting without compliance with procedures required by law; has not deducted any expenses or charges or claimed any credits which are not allowable; and except as set forth in Schedule 5.8, has paid, or accrued and reserved for, all returns (as hereinafter defined) taxes, penalties and interest shown to be due or required to be filed with taxing authorities prior paid pursuant to the date hereof returns as filed, or as adjusted pursuant to amendment or correction. IFT has duly obtained extensions also provided copies of time for the filing thereofall federal and state income and sales tax returns filed, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company FICA and its Subsidiaries has paid all state income taxes (as hereinafter defined) shown as due on such withholding returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any evidence of payment of such taxes that are currently being contested as listed in good faith or as would not reasonably be expected to cause a Material Adverse ChangeSchedule 5.8 hereto. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, IFT has (i) no issues have been raised (paid or will pay by the Closing Date any property taxes owed with respect to the Assets that are due and are currently pending) by any taxing authority in connection with any of payable through the returns or taxes asserted as due from the Company or its Subsidiaries, Closing Date; and (ii) no waivers knowledge of statutes any deficiency or assertion of limitation with respect any deficiency relating to property taxes on the returns Assets. No examination, audit, or collection inquiry of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all any tax return, federal, state or otherwise of IFT is currently in progress and IFT has not been advised by any taxing authority of any intent to commence any inquiry, audit or examination of any tax return from any taxing authority or of any issue or questions relating to any return, report or declaration that would result in the assertion of any deficiency for any federal state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect theretointerest or penalties in connection therewith. The term “returns” means all returns, declarations, reports, statements and other documents required There are no outstanding agreements or waivers extending the statutory period of limitation applicable to be filed in respect to taxesany tax return of IFT.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes those that are currently being contested in good faith or as would not reasonably be expected to cause have, individually or in the aggregate, result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. To the Company’s knowledge, there are no tax liens against the assets, properties or business of the Company. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries each Subsidiary has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse ChangeChange and except as set forth in or disclosed in the Registration Statement, Pricing Disclosure Package or Prospectus. Each of the Company and its Subsidiaries each Subsidiary has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse ChangeChange and except as set forth in or disclosed in the Registration Statement, Pricing Disclosure Package or Prospectus. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiariesany Subsidiary, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariesany Subsidiary. There are no material tax liens against the assets, properties or business of the Company or of any Subsidiary. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the The Company and each of its Subsidiaries has filed all federal, state, local and foreign tax returns (as hereinafter defined) required to be filed with taxing authorities prior to through the date hereof Closing Date or has duly obtained requested extensions of time thereof (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole) and have paid all taxes required to be paid thereon (except for the filing thereof, except in any case cases in which the failure so to file or pay would not reasonably be expected to cause not, individually or in the aggregate, have a Material Adverse Change. Each of Effect on the Company and its Subsidiaries has paid all taxes (Subsidiaries, taken as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiarya whole, or, except for any such taxes that as are currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or as would not any of its Subsidiaries which, individually or in the aggregate, has had (nor does the Company nor any of its Subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods be determined adversely to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries and which would reasonably be expected to have) a Material Adverse Effect on the Company and its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariestaken as a whole. The term “taxes” means mean all federal, state, local, foreign foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments assessments, or charges of any kind whateverwhatsoever, together with any interest and any penalties, additions to tax tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. Each Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change on the Company, each of the Company and its Subsidiaries has (i) filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company thereof and its Subsidiaries (ii) has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes that are as currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeand for which reserves required by GAAP have been created in the financial statements of the Company. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federalFederal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has accurately prepared and timely filed all federal, state, foreign and other tax returns (as hereinafter defined) that are required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Changeby such parties. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which where the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any where such taxes that are currently being contested in good faith or as those in which the failure to pay would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient adequate, in accordance with GAAP principles, for all accrued and unpaid taxestaxes through the end of the last period specified in such consolidated financial statements, whether or not disputed, and for all periods except to and including the dates of such consolidated financial statementsextent any inadequacy would not result in a Material Adverse Change. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as currently due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are are, to the Company’s knowledge, sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, ; and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes that are currently being contested in good faith or as would not be reasonably be expected to cause have a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes those that are currently being contested in good faith or as would not reasonably be expected to cause not, individually or in the aggregate, result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. To the Company’s knowledge, there are no tax liens against the assets, properties or business of the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has has: (i) filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company ; and its Subsidiaries has (ii) paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeof its Subsidiaries. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. There are no tax liens against the assets, properties or business of the Company or its Subsidiaries other than liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which reserves in accordance with GAAP have been established in the Company’s books and records. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. (a) Each of the Company Xxxxx and its Subsidiaries has filed all federal and all material foreign, state and local tax reports and returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or and except as disclosed on Schedule 3.12, has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiarythereon, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payableincluding, if anywithout limitation, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross incomecapital stock, gross receipts, net proceeds, ad valorem, value added, turnover, sales, use, ad valoremreal estate transfer, property, personal property (tangible and intangible), stamp, leasing, lease, user, excise, franchise, transfer, franchisefuel, vehicle sales, excess profits, licenseoccupational and interest equalization, leaseunitary, service, service useseverance, withholding, payrollsocial security, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or employment and other taxes, feesduties, assessments or and charges (including, without limitation, the recapture of any kind whatevertax items such as investment tax credits), together with all interest, penalties and additions imposed with respect to such amounts, which are due on or before the date hereof or claimed to be due by federal, state, or local taxing authorities or which are payable on or before the date hereof with respect to the business and operations of Xxxxx and its Subsidiaries (collectively, "Taxes"). All such returns are accurate and complete in all material respects. There are no tax liens upon any property or assets of Xxxxx and its Subsidiaries, except liens for Taxes not yet due and payable. All Taxes (including interest and penalties) applicable for all periods prior to the Closing or other governmental charges upon Xxxxx and its Subsidiaries or their assets, income or revenues have been or will be paid (if due) or, if not currently payable, reserved against in accordance with GAAP. Xxxxx and its Subsidiaries have not executed any penalties, additions waivers of the statute of limitations on the right of the Internal Revenue Service (the "IRS") or any state or local taxing authority to tax assess additional Taxes or additional amounts to contest the income or loss with respect theretoto any tax return. The term “returns” means basis of any depreciable assets, and the methods used in determining allowable depreciation (including cost recovery), held by Xxxxx and its Subsidiaries, are substantially correct and in compliance with the Internal Revenue Code of 1986, as amended (the "Code"), and all returns, declarations, reports, statements and other documents required to be filed in respect to taxesregulations thereunder.

Taxes. Each of the Company and its Subsidiaries has timely filed all material returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all material taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all material taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such assessed taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeand for which adequate reserves have been provided in accordance with GAAP. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, (ii) there are no current tax audits, assessments or other claims or proceedings with respect to the Company or any of its Subsidiaries and (iiiii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change on the Company, each of the Company and its Subsidiaries has (i) filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company thereof and its Subsidiaries (ii) has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes that are as currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeand for which reserves required by GAAP have been created in the financial statements of the Company. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “"taxes” " means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “"returns” " means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries subsidiaries has (a) filed all foreign, federal, state and local tax returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company thereof and its Subsidiaries has (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiarysubsidiary that are due and payable, except for any such taxes that are currently being contested in good faith or as would that, if not paid, are not reasonably be expected likely to cause result in a Material Adverse ChangeEffect. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of included in the Registration Statement Statement, the Time of Sale Disclosure Package and the Final Prospectus are sufficient adequate, in accordance with GAAP, for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to To the UnderwritersCompany’s knowledge, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiariessubsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariessubsidiaries. The term “taxes” means mean all federal, state, local, foreign foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries subsidiaries has (a) filed all foreign, federal, state and local tax returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company thereof and its Subsidiaries has (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiarysubsidiary, except for any such taxes that are currently being contested in good faith or as would that, if not paid, are not reasonably be expected to cause result in a Material Adverse ChangeEffect. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of included in the Registration Statement Statement, the Time of Sale Disclosure Package and the Final Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to To the Underwritersknowledge of the Company, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiariessubsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariessubsidiaries. The term “taxes” means mean all federal, state, local, foreign foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. (a) Each of the Company TCM and its Subsidiaries has subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which TCM or any of its subsidiaries is a member, have timely filed all returns (as hereinafter defined) United States federal income Tax Returns and all other Tax Returns required to be filed with taxing authorities prior by them or any of them (taking into account applicable extensions), and have timely paid and discharged all material Taxes required to the date hereof be paid (whether or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against Tax Returns), other than Taxes the Company or such respective Subsidiary, except for any such taxes that are currently payment of which is being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeby appropriate proceedings. The provisions most recent TCM Financial Statements reflect, with respect to any liability for taxes payable, if any, shown Taxes of TCM and its subsidiaries for any years ended on or before the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates date of such consolidated financial statementsTCM Financial Statements and either not finally determined or with respect to which the applicable statute of limitations has not expired, an adequate reserve to satisfy any assessment for such Taxes for such years. Except as disclosed All federal income Tax Returns and all other Tax Returns filed by or with respect to each of TCM and its subsidiaries with respect to Taxes are true and correct in writing all material respects. Copies of all federal, state and foreign income Tax Returns of or with respect to TCM and its subsidiaries for the three years preceding the Closing Date that are true, complete and correct in all material respects have been previously provided or made available to the UnderwritersCompany. Neither the IRS nor any other taxing authority or agency is now asserting or, (i) to TCM's knowledge, threatening to assert against TCM or any of its subsidiaries any deficiency or claim for material additional Taxes which have not been paid. There are no issues have been raised (and requests for information from the IRS or any other taxing authority or agency currently outstanding with respect to Taxes of or with respect to TCM or any of its subsidiaries. There are currently pending) no pending audits of TCM or any of its subsidiaries by any taxing authority in connection nor, to TCM's knowledge, are any proceedings (whether administrative or judicial) currently being conducted with respect to any issues relating to Taxes. No Tax claim has become a lien on any assets of TCM or any of the returns its subsidiaries. Neither TCM nor any of its subsidiaries is required to include in income (i) any material items in respect of any change in accounting methods or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation any gain with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, installment sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each (a) Except as set forth in Section 3.14(a) of the Company Disclosure Letter, each of the Company and its Subsidiaries has subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its subsidiaries is a member, have timely filed all returns (as hereinafter defined) United States federal income Tax Returns and all other Tax Returns required to be filed by them or any of them (taking into account applicable extensions), and have timely paid and discharged all material Taxes required to be paid (whether or not shown on such Tax Returns), other than Taxes the payment of which is being contested in good faith by appropriate proceedings. The most recent financial statements contained in the Company SEC Reports reflect, with taxing authorities prior respect to the date hereof or has duly obtained extensions of time any liability for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each Taxes of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed subsidiaries for any years ended on or assessed before the date of such Company SEC Reports and either not finally determined or with respect to which the applicable statute of limitations has not expired, an adequate reserve to satisfy any assessment for such Taxes for such years. All federal income Tax Returns and all other Tax Returns filed by each of the Company and its subsidiaries with respect to Taxes are true and correct in all material respects. Copies of all federal, state and foreign income Tax Returns for the three years preceding the Closing Date that are true, complete and correct in all material respects have been previously provided or made available to TCM. Neither the IRS nor any other taxing authority or agency is now asserting or, to the Company's knowledge, threatening to assert against the Company or such respective Subsidiary, except any of its subsidiaries any deficiency or claim for material additional Taxes which have not been paid. There are no requests for information from the IRS or any such taxes that other taxing authority or agency currently outstanding. There are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part no pending audits of the Registration Statement are sufficient for all accrued and unpaid taxes, whether Company or not disputed, and for all periods to and including the dates any of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) its subsidiaries by any taxing authority in connection nor, to the Company's knowledge, are any proceedings (whether administrative or judicial) currently being conducted with respect to any issues relating to Taxes. No Tax claim has become a lien on any assets of the returns or taxes asserted as due from the Company or any of its Subsidiaries, and subsidiaries. Neither the Company nor any of its subsidiaries is required to include in income (i) any material items in respect of any change in accounting methods or (ii) no waivers of statutes of limitation any gain with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, installment sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the The Company has properly completed and its Subsidiaries has filed all returns (as hereinafter defined) federal, state, county, municipal and other tax returns, reports and declarations which are required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed by it and has paid all taxes, penalties and interest which have become due pursuant thereto or which became due pursuant to asserted deficiencies or assessments. The Company has reported its income for tax purposes on the cash method of accounting and will be required pursuant to the Code to change to the accrual method of accounting at the Effective Time. By reason of such change in the method of accounting, the Surviving Corporation may be required to make certain adjustments to its taxable income and may be required to pay additional taxes imposed on or assessed against in respect of income which the Company would have been required to report had it used the accrual method of accounting prior to the Effective Time, it being understood and agreed hereunder that such additional taxes, if any, shall be the exclusive liability of the Surviving Corporation. Except as set forth in Schedule 3.18 hereto, the Company has not received any notice of deficiency or assessment of additional taxes, all such respective Subsidiary, except for any such taxes that deficiencies or assessments set forth in Schedule 3.18 are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeand through appropriate proceedings, and no tax audits are in process. The provisions last year for which the federal or state income taxes payable, if any, shown on the financial statements filed with or as part other taxes of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues Company have been raised (examined is set forth accurately and are currently pending) by completely on Schedule 3.18 hereto. The Company has not granted any taxing authority in connection with waiver of any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes statute of limitation with respect to to, or any extension of a period for the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all assessment of, any federal, state, localcounty, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties municipal or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect theretotax. The term “returns” means all returns, declarations, reports, statements and other documents required Company filed an election under Section 1362(a) of the Code to be filed taxed as an S Corporation on the date indicated on Schedule 3.18, and said election is in respect to taxeseffect on and as of the date hereof.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes those that are currently being contested in good faith or as would not reasonably be expected to cause have, individually or in the aggregate, result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. There are no tax liens against the assets, properties or business of the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each The Obligors have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which such Obligor has established adequate reserves in accordance with GAAP. The Obligors know of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. Other than with respect to a currently on-going Internal Revenue Service audit of one or more of the Obligors (which audit has not been completed), there are no other continuing or open audits with respect to any Obligor. HIL has filed all Federal income tax returns (as hereinafter defined) that are required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were have been filed and has paid all such taxes imposed shown to be due and payable on or assessed against such returns, to the Company or extent such respective Subsidiarytaxes have become due and payable and before they have become delinquent, except for any such taxes that are the amount of which is not individually or in the aggregate Material or the amount, applicability or validity of which is currently being contested in good faith or as would not by appropriate proceedings and with respect to which HIL has established adequate reserves in accordance with GAAP. HIL knows of no basis for any other Federal income tax that could reasonably be expected to cause have a Material Adverse ChangeEffect. The provisions for taxes payablecharges, if any, shown accruals and reserves on the financial statements filed with or as part books of the Registration Statement are sufficient HIL in respect of Federal income taxes for all accrued and unpaid taxes, whether or not disputed, and for all fiscal periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxesadequate.

Taxes. Each Except as set forth in the Disclosure Letter, the Company and each of its Subsidiaries have timely filed all material Tax Returns required to be filed by any of them. All such Tax Returns are true, correct and complete, except for such instances which individually or in the aggregate would not have a Material Adverse Effect. All Taxes of the Company and its Subsidiaries has filed all returns which are (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter definedi) shown as due on such returns that were filed Returns, (ii) otherwise due and has paid all taxes imposed on payable or assessed against the Company (iii) claimed or such respective Subsidiaryasserted by any taxing authority to be due, have been paid, except for any such taxes that are currently those Taxes being contested in good faith and for which adequate reserves have been established in the financial statements included in the Company Reports in accordance with generally accepted accounting principles. The Company does not know of any proposed or as threatened Tax claims or assessments which, if upheld, would not reasonably be expected to cause individually or in the aggregate have a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statementsEffect. Except as disclosed set forth in writing the Disclosure Letter, the Company and each Subsidiary have withheld and paid over to the Underwriters, (i) no issues relevant taxing authority all Taxes required to have been raised (withheld and are currently pending) by any taxing authority paid in connection with payments to employees, independent contractors, creditors, stockholders or other third parties, except for such Taxes which individually or in the aggregate would not have a Material Adverse Effect. For purposes of this Agreement, (a) "Tax" (and, with correlative meaning, "Taxes") means any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, local or foreign and other net income, gross income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfertransfer or excise tax, franchiseor any other tax, profitscustom, licenseduty, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties governmental fee or other taxes, fees, assessments like assessment or charges charge of any kind whateverwhatsoever, together with any interest or penalty, imposed by any Governmental Entity, and (b) "Tax Return" means any penaltiesreturn, additions to tax report or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents similar statement required to be filed in with respect to taxesany Tax (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

Taxes. Each For purposes of this Agreement, the term "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, excise, property, sales, withholding, social security, unemployment, occupation, use, service, license, payroll, franchise, transfer and recording taxes, fees and charges, imposed by the United States or any state, local or foreign government or subdivision or agency thereof ("Taxing Authority"), whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest, fines, penalties or additional amounts attributable to or imposed with respect to any such taxes, charges, fees, levies or other assessments. As used herein, the term "Company Subsidiaries" means the subsidiaries, if any, of the Company and its Subsidiaries has filed Company; it being understood that there may be no such subsidiaries. Except as set forth on SCHEDULE 2.17, all Tax returns (as hereinafter defined"Returns") required to be filed with taxing authorities prior respect to any Tax for which any of the date hereof Company and the Company Subsidiaries (if any) is liable have been duly and timely filed with the appropriate Taxing Authority, each Tax shown to be payable on each such Return has been paid, each Tax payable by the Company or a Company Subsidiary by assessment has duly obtained extensions been timely paid in the amount assessed, and adequate reserves have been established on the consolidated books of time the Company and the Company Subsidiaries for all Taxes for which any of the filing thereofCompany and the Company subsidiaries is liable, except in but the payment of which is not yet due. Neither the Company nor any case in which Company Subsidiary is, or ever has been, liable for any Tax payable by reason of the failure so to file would not reasonably be expected to cause income or property of a Material Adverse Changeperson or entity other than the Company or a Company Subsidiary. Each of the Company and its the Company Subsidiaries has paid all taxes (as hereinafter defined) shown as due timely filed true, correct and complete declarations of estimated Tax in each jurisdiction in which any such declaration is required to be filed by it. No Liens for Taxes exist upon the assets of the Company or any Company Subsidiary except Liens for Taxes which are not yet due. Neither the Company nor any Company Subsidiary is, or ever has been, subject to Tax in any jurisdiction outside the United States. No litigation with respect to any Tax for which the Company or any Company Subsidiary is asserted to be liable is pending or, to the knowledge of the Company or the Stockholder, threatened, and no basis which the Company or any Stockholder believes to be valid exists on which any claim for any such returns that were filed and has paid all taxes imposed on or assessed Tax can be asserted against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.Company

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause result in a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith as applicable, or as would not reasonably be expected to cause result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of (a) GFI and each GFI Subsidiary have (i) duly and timely filed (or there have been duly and timely filed on its behalf) with the Company appropriate Governmental Entities or Taxing Authorities all income and its Subsidiaries has filed all returns (as hereinafter defined) other material Tax Returns required to be filed by it in respect of any material Taxes, and all notifications required to be filed by it with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except a Taxing Authority in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each respect of the Company GFI Stock Plan, (ii) duly and its Subsidiaries timely paid in full (or GFI has paid on the GFI Subsidiaries' behalf) all taxes (as hereinafter defined) Taxes shown as due on such returns that were filed income and has other material Tax Returns, (iii) duly and timely paid in full or withheld, or established adequate reserves in accordance with GAAP for, all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes material Taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued due and unpaid taxespayable by it (including estimated Tax payments), whether or not disputed, and for all periods to and including such Taxes were shown on any Tax Return or asserted by the dates of such consolidated financial statements. Except as disclosed in writing to the Underwritersrelevant Governmental Entity or Taxing Authority, (iiv) no issues have been raised (established reserves in accordance with GAAP that are adequate for the payment of all material Taxes not yet due and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation payable with respect to the returns results of operations of GFI and each GFI Subsidiary through the date of the most recent GFI Financial Statement and (v) complied in all material respects with all Laws applicable to the withholding and payment over of material Taxes and has timely withheld and paid over to, or, where amounts have not been so withheld, established an adequate reserve under GAAP for the payment to, the respective proper Governmental Entities or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means Taxing Authorities all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional material amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxesso withheld and paid over.

Taxes. Each Lessee agrees to pay if and when due, in addition to other amounts due hereunder and under each Schedule, all fees and assessments, and all sales, use, property, excise and other taxes and charges (including all interest and penalties) (collectively "Taxes"), now or hereafter imposed by any governmental body or agency upon any of the Company Equipment or upon the purchase, ownership, possession, leasing, operation, use, rentals or other payments, or disposition hereunder whether payable by Lessor or Lessee (exclusive of taxes on or measured by Lessor's net income). Lessee agrees to prepare and its Subsidiaries has filed file promptly with the appropriate offices any and all tax and similar returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereofrespect thereto, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payableor, if anyrequested by Lessor, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates notify Lessor of such consolidated financial statementsrequirements and furnish Lessor with all information required by Lessor so that it may effect such filing, at Lessee's expense. Except Any Taxes paid by or imposed on, Lessor on behalf of Lessee shall become immediately due and payable on Lessor's demand. Lessor, as disclosed in writing owner, shall be entitled to any and all depreciation and modified cost recovery deductions provided under the UnderwritersInternal Revenue Code of 1986, as amended from time to time and any other such tax benefits which may now or hereafter be available to an owner of such Equipment (collectively, "Tax Benefits"). If as a result of (i) no issues have been raised (and are currently pending) by any taxing authority in connection with the inaccuracy or breach of any of the returns Lessee's representations, warranties and covenants herein or taxes asserted as due from the Company in any Schedule, or its Subsidiaries, and (ii) no waivers the acts or failure to act of statutes of limitation Lessee or any person claiming an interest in the Equipment through the Lessee (other than a casualty or other event described in Section 11 with respect to the returns or collection of taxes which Stipulated Loss Value shall have been given paid by Lessee), Lessor or requested from any of its assigns shall lose, or shall not, in its reasonable opinion, have the Company right to claim, or its Subsidiaries. there shall be disallowed, deferred or recaptured, any portion of the Tax Benefits with respect to a Unit (a "Loss of Tax Benefits") or there shall be included in Lessor's gross income any amounts other than Rental Payments in respect of the purchase price of any Unit (an "Inclusion"), then, on and after the next succeeding Rent Payment date after written notice to Lessee by Lessor, Lessee agrees as follows: The rent for the Equipment shall, on the Rent Payment date next succeeding Lessor's written notice to Lessee of Lessor's payment of any tax payment attributable to such Inclusion or of a Loss of Tax Benefits, be increased to such amount or amounts as shall, by the end of the original term “of the last Schedule to this Lease, in the reasonable opinion of Lessor, after deduction of all fees, taxes” means , or other charges required to be paid by Lessor in respect of the receipt of all amounts payable by Lessee to Lessor under this Section 8 under the laws of any federal, state, localor local government or taxing authority in the United States, foreign cause Lessor's after-tax yield and other net incomecash flow in respect of the Equipment to equal those which would have been realized by Lessor if Lessor had not incurred such a Loss of Tax Benefits or had such an Inclusion. If any claim or contest regarding any tax indemnity covered by this Section 8 shall arise, gross incomesuch claim or contest shall be addressed or conducted, gross receiptsat Lessee's expense, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect theretoin the manner reasonably specified by Lessor. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxesprovisions of this Section 8 shall survive the cancellation or termination of the Lease or any Schedule.

Taxes. Each of Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change on the Company, the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary. Except as set forth in the Registration Statement, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The the Pricing Disclosure Package and the Prospectus, the provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each (a) Except as set forth in Schedule 3.17 of the Company Disclosure Schedule, (1) Seller and/or its shareholders have duly and its Subsidiaries has timely filed (and until the Closing Date will duly and timely file or obtain valid extensions to file) all returns (as hereinafter defined) tax and information reports, returns, declarations, statements and related documents required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes Authority (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending"TAX RETURNS") by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation it with respect to the returns net or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, profits, windfall profits, franchise, gross receipts, premium, sales, use, ad valorem, transferservice, franchise, profitsservice use, license, lease, serviceoccupation, service useemployment, withholding, payroll, employment, excise, severancetransfer, stamp, occupation, premium, real and personal property, windfall profits, customs, duties or and other taxes, feescharges and levies and all interest, penalties, assessments and deficiencies with respect thereto ("TAXES") and have duly paid, or charges made adequate provision for the due and timely payment of, all such Taxes due or claimed to be due from or with respect to Seller by any Authority, (2) all Tax Returns were (or will be) true, correct and complete in all material respects when filed for all periods ending on or before the Closing Date, (3) no deficiencies for any Taxes for which Seller may be liable have been asserted in writing or assessed against Seller or any former subsidiary of Seller for which Seller may be liable which remain unpaid nor has Seller received notification of any kind whateverpending or proposed examination by any taxing Authority, together with (4) there are no outstanding agreements or waivers extending the statutory period of limitation applicable to any interest such Tax Returns for any period, and (5) for purposes of computing Taxes and the filing of Tax Returns, Seller has not failed to treat as "employees" any penalties, additions individual providing services to tax Seller who would be classified as an "employee" under the applicable rules or additional amounts regulations of any Authority with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxessuch classification.

Taxes. Each of (a) Except for such matters as would not have a Halter Marine Material Adverse Effect, (i) Halter Marine and the Company and its Halter Marine Subsidiaries has have timely filed or will timely file all returns (as hereinafter defined) and reports required to be filed by them with any taxing authorities prior authority with respect to Taxes (as defined below) for any period ending on or before the date hereof or has duly obtained extensions Effective Time, taking into account any extension of time for the filing thereof, except in any case in which the failure so to file would granted to or obtained on behalf of Halter Marine and the Halter Marine Subsidiaries, (ii) all Taxes that are due (whether or not reasonably shown to be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns or reports) prior to the Effective Time have been paid or will be paid (other than Taxes that were filed and has paid all taxes imposed on (1) are not yet delinquent or assessed against the Company or such respective Subsidiary, except for any such taxes that (2) are currently being contested in good faith and have not been finally determined), (iii) as of the date hereof, no deficiency for any Tax has been asserted or as would assessed by a taxing authority against Halter Marine or any of the Halter Marine Subsidiaries, which deficiency has not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on been paid other than any deficiency being contested in good faith and (iv) Halter Marine and the Halter Marine Subsidiaries have provided adequate reserves (in accordance with GAAP) in their financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxesany Taxes that have not been paid, whether or not disputedshown as being due on any returns. As used in this Agreement, "Taxes" shall mean any and for all periods taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (iadditional amounts imposed with respect thereto) no issues have been raised (and are currently pending) imposed by any Governmental Entity or taxing authority in connection with any of the returns authority, including, without limitation: taxes or taxes asserted as due from the Company other charges on or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross incomefranchise, windfall or other profits, gross receipts, property, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholdingcapital stock, payroll, employment, social security, workers' compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, severancewithholding, ad valorem, stamp, occupationtransfer, premiumvalue-added or gains taxes; license, propertyregistration and documentation fees; and customs duties, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest tariffs and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxessimilar charges.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) in writing by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each Except for Taxes which are being contested in good faith by appropriate proceedings and are listed on SCHEDULE 3.15 and except for Taxes which are accrued on the balance sheets which are part of the Company Financial Statements and its Subsidiaries are listed on SCHEDULE 3.15 and except as otherwise listed on SCHEDULE 3.15, TBS has filed paid all returns (as hereinafter defined) Taxes required to be paid by it through the date hereof. Except as set forth on SCHEDULE 3.15, TBS has timely filed all returns, reports and other documents and furnished all information required or requested by any federal, state or local governmental agency with taxing authorities respect to its Business or properties (except for tax returns not yet due), and all such returns, reports and other documents and all such information are true, correct and complete. No audit of any of the foregoing is in progress, and no extension of time with respect to the date of filing of any of the foregoing is in force, other than as set forth on SCHEDULE 3.15. No waiver or agreement by TBS is in force for the extension of time for the assessment or payment of any of the Taxes. All deficiencies or other additions to any of the Taxes, including any assessments, interest or penalties thereon, accrued for, applicable to or arising from any period ending on or prior to the date of this Agreement have been timely paid when due prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown have been accrued on the financial statements filed with or as balance sheets which are part of the Registration Statement are sufficient for Financial Statements. For purposes of this Agreement, "Taxes" means all accrued and unpaid taxes, whether charges, fees, levies or not disputedother assessments, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwritersincluding, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiarieswithout limitation, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, excise, property, sales, withholding, social security, occupation, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholdingvalue added, license, payroll, employmentfranchise, excisetransfer and recording taxes, severancefees and charges, stampincluding estimated taxes, occupationimposed by the United States, premiumthe State of California, propertyany other state, windfall profitsthe City of Fremont, customsor any taxing authority (domestic or foreign), duties whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest, fines, penalties or additional amounts attributable to, or imposed upon, or with respect to any such taxes, charges, fees, assessments levies or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect theretoother assessments. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.AGREEMENT AND PLAN OF REORGANIZATION PAGE 24

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as where the failure to pay would not reasonably be expected to cause have a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all material accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the UnderwritersUnderwriters or as would not reasonably be expected to have a Material Adverse Change, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each To the extent that the receipt, vesting or settlement of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior RSUs results in compensation income or wages to the date hereof or has duly obtained extensions of time Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory to the Company for the filing thereofsatisfaction of obligations for the payment of withholding taxes and other tax obligations relating to the RSUs, except in any case in which arrangements may include the failure so to file would not reasonably be expected to cause delivery of cash or cash equivalents, Common Stock (including previously owned Common Stock, net settlement, a Material Adverse Change. Each broker-assisted sale, or other cashless withholding or reduction of the Company and its Subsidiaries has paid all taxes amount of shares otherwise issuable or delivered pursuant to this Agreement), other property, or any other legal consideration the Administrator deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Common Stock, the maximum number of shares of Common Stock that may be so withheld (as hereinafter definedor surrendered) shown as due shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such returns tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that were filed and has paid all taxes imposed on or assessed against may be utilized without creating adverse accounting treatment for the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns RSUs, as determined by the Administrator. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash to the Participant. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or collection settlement of taxes have the RSUs or disposition of the underlying shares and that the Participant has been given by or requested from advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Administrator, the Company or any of its Subsidiaries. The term “taxes” means all federalAffiliates or any of their respective managers, statedirectors, localofficers, foreign employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties financial representatives) for tax advice or other taxes, fees, assessments or charges an assessment of any kind whatever, together with any interest and any penalties, additions to such tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxesconsequences.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any (i) such taxes that are currently being contested the Company or a Subsidiary is challenging in good faith or as would and (ii) could not reasonably be expected to cause have a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the UnderwritersUnderwriter or as could not reasonably be expected to result in a Material Adverse Change, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has (i) filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, thereof and (ii) except in any case in which the failure so to file as would not reasonably be expected to cause have individually or in the aggregate a Material Adverse Change. Each of material adverse effect on the Company and its Subsidiaries Company, has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes that are as currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeand for which reserves required by GAAP have been created in the financial statements of the Company. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of The Seller and the Company and its Seller Subsidiaries has have timely filed all returns Tax Returns required to be filed by them on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), and the Seller and the Seller Subsidiaries have timely paid and discharged all Taxes due in connection with or with respect to the filing of such Tax Returns, except such as hereinafter definedare not yet due or are being contested in good faith by appropriate Proceedings and with respect to which the Seller is maintaining reserves adequate for their payment. For purposes of this Agreement, “Tax” or “Taxes” shall mean taxes, charges, fees, levies and other governmental assessments and impositions of any kind payable to any Governmental Authority, including, without limitation, (i) income, franchise, profits, gross receipts, estimated, ad valorem, value-added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, worker’s compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, (ii) customs duties, imposts, charges, levies or other similar assessments of any kind, and (iii) interest, penalties and additions to tax imposed with respect thereto; and “Tax Returns” shall mean returns, reports and information statements with respect to Taxes required to be filed with taxing authorities prior the IRS or any other Governmental Authority, including, without limitation, consolidated, combined and unitary tax returns. For purposes of this Section 2.15, references to the date hereof or has duly obtained extensions Seller and the Seller Subsidiaries include former subsidiaries of time the Seller for the filing thereofperiods during which any such Persons were owned, except in directly or indirectly, by the Seller. Neither the IRS nor any case in which other Governmental Authority is now asserting, either through audits, administrative Proceedings or court Proceedings, any deficiency or claim for additional Taxes from the failure so Seller or the Seller Subsidiaries. Neither the Seller nor any of the Seller Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. Except for statutory liens for current Taxes not yet due, there are no material Tax Liens on any assets of the Seller or any of the Seller Subsidiaries. Neither the Seller nor any of the Seller Subsidiaries has received a ruling or entered into an agreement with the IRS or any other Governmental Authority with respect to file Taxes that would not reasonably be expected to cause have a Seller Material Adverse ChangeEffect. Each No agreements relating to allocating or sharing of Taxes exist among the Seller and the Seller Subsidiaries and no Tax indemnities given by the Seller or the Seller Subsidiaries in connection with a sale of stock or assets remain in effect. Neither the Seller nor any of the Company and its Seller Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested is required to include in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, income either (i) no issues have been raised any amount in respect of any adjustment under Section 481 of the Code or (and are currently pendingii) by any taxing authority in connection with installment sale gain. Neither the Seller nor any of the returns Seller Subsidiaries has made an election under Section 341(f) of the Code. Neither the Seller nor any of the Seller Subsidiaries (i) is a member of an affiliated, consolidated, combined or taxes asserted as due from unitary group, other than one of which the Company Seller was the common parent, or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to has any liability for the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges Taxes of any kind whateverPerson (other than the Seller and the Seller Subsidiaries) under Treasury Regulation Section 1-1502-6 (or any similar provision of state or local Law) as a transferee or successor, together with any interest and any penalties, additions to tax by Contract or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxesotherwise.

Taxes. Each of (i) All Tax Returns that are required to be filed by or with respect to the Company and its Subsidiaries has filed subsidiaries have been duly filed, (ii) all returns Taxes shown to be due on the Tax Returns referred to in clause (as hereinafter definedi) have been paid in full, (iii) none of the Tax Returns referred to in clause (i) have been examined by the Internal Revenue Service or the appropriate state, local or foreign taxing authority, and the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwritersexpired, (iiv) no issues deficiencies have been raised (and are currently pending) asserted or have been assessed by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, Taxing Authority and (iiv) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from with respect to any Taxes of the Company or its Subsidiariessubsidiaries. The term “taxes” Company has made available to Purchaser true and correct copies of the United States federal income Tax Returns filed by the Company and its subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1995. Neither the Company nor any of its subsidiaries has any liability with respect to income, franchise or similar Taxes that accrued on or before the end of the most recent period covered by the Company Reports in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in the Company Reports filed on or prior to the date hereof, except where the failure to be so accrued would not be reasonably likely to have a Company Material Adverse Effect. (ii) No Tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transfer contemplated by this Agreement. As used in this Agreement, the following terms shall have the indicated meanings: "Code" means the Internal Revenue Code of 1986, as amended. "Tax Returns" means any return, amended return or other report (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with respect to any Tax. "Taxes" means all federal, state, locallocal or foreign taxes, foreign and other net incomeincluding, gross without limitation, income, gross receipts, sales, use, ad valorem, transfer, franchise, windfall profits, license, lease, service, service use, withholding, payroll, employmentgains, excise, severance, property, production, sales, use, transfer, license, franchise, employment, withholding, environmental, customs duty, capital stock, stamp, occupationpayroll, premiumunemployment, propertydisability, windfall profitsproduction, customsvalue added, occupancy and other taxes, duties or other taxes, fees, assessments or charges of any kind whatevernature whatsoever, together with all interest, penalties and additional imposed with respect to such amounts and any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.of such penalties and additions. (p)

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the UnderwritersRepresentative, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of The Company and the Company and its Subsidiaries has have timely filed all returns Tax Returns (as hereinafter defineddefined below) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereofby them, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of and the Company and its the Company Subsidiaries has have timely paid and discharged all Taxes (as defined below) due in connection with or with respect to the filing of such Tax Returns and have timely paid all taxes (other Taxes as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiaryare due, except for any such taxes that as are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued by appropriate proceedings and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from which the Company or its Subsidiariesis maintaining reserves as required by GAAP. The term liability for Taxes set forth on each such Tax Return adequately reflects the Taxes required to be reflected on such Tax Return. For purposes of this Agreement, “Tax” or “Taxes” shall mean taxes” means all , charges, fees, levies, and other governmental assessments and impositions of any kind, payable to any federal, state, local, or foreign and other net governmental entity or taxing authority or agency, including, without limitation, (a) income, gross incomefranchise, profits, gross receipts, estimated, ad valorem, value added, sales, use, ad valoremservice, transferreal or personal property, franchise, profitscapital stock, license, lease, service, service usepayroll, withholding, payrolldisability, employment, excisesocial security, workers compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, propertypremiums, windfall profits, transfer, and gains taxes; (b) customs, duties duties, imposts, charges, levies, or other taxes, fees, similar assessments or charges of any kind whateverkind; and (c) interest, together with any interest and any penalties, and additions to tax or additional amounts imposed with respect thereto. The term ; and “Tax Returns” shall mean returns” means all returns, declarations, reports, and information statements and other documents with respect to Taxes required to be filed with the United States Internal Revenue Service (the “IRS”) or any other governmental entity or taxing authority or agency, domestic or foreign, including, without limitation, consolidated, combined, and unitary tax returns. For purposes of this Section 2.16, references to the Company and the Company Subsidiaries include former subsidiaries of the Company for the periods during which any such entities were owned, directly or indirectly, by the Company. Other than as listed at Section 2.16 of the Company Disclosure Schedule, neither the IRS nor any other governmental entity or taxing authority or agency is now asserting, either through audits, administrative proceedings, court proceedings, or otherwise, or, to the knowledge of the Company, threatening to assert against the Company or any of the Company Subsidiaries, any deficiency or claim for additional Taxes. Other than as listed at Section 2.16 of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax for which such extension or waiver has not expired. There are no tax liens on any assets of the Company or any of the Company Subsidiaries other than for Taxes not yet due and payable. Other than as listed at Section 2.16 of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has received a ruling or entered into an agreement with the IRS or any other governmental entity or taxing authority or agency that would have a Material Adverse Effect on the Company after the Effective Time. The accruals and reserves for taxes reflected in respect the Company Balance Sheet are adequate to taxescover all Taxes accruable by the Company and the Company Subsidiaries on a consolidated basis through the date thereof (including Taxes being contested) in accordance with GAAP. No agreements relating to allocating or sharing of Taxes exist between the Company and/or any of the Company Subsidiaries.

Taxes. Each Except as provided in SECTION 2.15 of the Company Seller Disclosure Schedule, the Seller and its the Seller Subsidiaries has have timely filed all returns material Tax Returns (as hereinafter defineddefined below) required to be filed by them or will duly and timely file (including any extension periods) such Tax Returns, and the Seller and the Seller Subsidiaries have timely paid and discharged all material Taxes (as defined below) due in connection with taxing authorities prior or with respect to the date hereof or has duly obtained extensions filing of time for the filing thereofsuch Tax Returns and have timely paid all other material Taxes as are due, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (such as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected by appropriate proceedings and with respect to cause a Material Adverse Changewhich the Seller is maintaining reserves adequate for their payment. The provisions for taxes payable, if any, shown on To the financial statements filed with or as part best of the Registration Statement are sufficient Seller's knowledge, the liability for all accrued and unpaid Taxes set forth on each such Tax Return adequately reflects the Taxes required to be reflected on such Tax Return. For purposes of this Agreement, "Tax" or "Taxes" shall mean taxes, whether or not disputedcharges, fees, levies, and for all periods other governmental assessments and impositions of any kind, payable to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwritersany federal, state, local or foreign governmental entity or taxing authority or agency, including, without limitation, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross incomefranchise, profits, gross receipts, estimated, ad valorem, value added, sales, use, ad valoremservice, transferreal or personal property, franchise, profitscapital stock, license, lease, service, service usepayroll, withholding, payrolldisability, employment, excisesocial security, workers compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, propertypremiums, windfall profits, customstransfer and gains taxes, duties (ii) customs duties, imposts, charges, levies or other taxes, fees, similar assessments or charges of any kind whateverkind, together with any interest and any penalties(iii) interest, penalties and additions to tax or additional amounts imposed with respect thereto. The term “; and "Tax Returns" shall mean returns” means all returns, declarations, reports, and information statements and other documents with respect to Taxes required to be filed with the United States Internal Revenue Service (the "IRS") or any other governmental entity or taxing authority or agency, domestic or foreign, including, without limitation, consolidated, combined and unitary tax returns. Except as otherwise disclosed in SECTION 2.15 of the Seller's Disclosure Schedule, to the best of the Seller's knowledge, neither the IRS nor any other governmental entity or taxing authority or agency is now asserting, either through audits, administrative proceedings or court proceedings, any deficiency or claim for additional Taxes. Except as otherwise disclosed in SECTION 2.15 of the Seller's Disclosure Schedule, neither the Seller nor any of the Seller Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. Except as otherwise disclosed in SECTION 2.15 of the Seller's Disclosure Schedule and except for statutory liens for current taxes not yet due, to the best of the Seller's knowledge there are no material tax liens on any assets of the Seller or any of the Seller Subsidiaries. Except as otherwise disclosed in SECTION 2.15 of the Seller's Disclosure Schedule neither the Seller nor any of the Seller Subsidiaries has received a ruling or entered into an agreement with the IRS or any other taxing authority that would have a Material Adverse Effect with respect to taxesthe Seller, after the Effective Time. Except as otherwise disclosed in SECTION 2.15 of the Seller's Disclosure Schedule, no agreements relating to allocating or sharing of Taxes exist among the Seller and the Seller Subsidiaries. Neither the Seller nor any of the Seller Subsidiaries has made an election under Section 341(f) of the Code.

Taxes. Each of the Company and its Subsidiaries subsidiaries has (a) filed all foreign, federal, state and local tax returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company thereof and its Subsidiaries has (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiarysubsidiary, except except, in all cases, for any such taxes amounts that are currently being contested the Company or any subsidiary is contesting in good faith and except in any case in which the failure to so file or as pay would not reasonably be expected to cause have a Material Adverse ChangeEffect. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of included in the Registration Statement Statement, the Time of Sale Disclosure Package and the Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues No material issue have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiariessubsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariessubsidiaries. The term “taxes” means all federal, state, local, foreign foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements statements, and other documents required to be filed in respect to taxes.

Taxes. Each of the The Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case for cases in which such failure, individually, or in the failure so to file would aggregate, has not had or could not reasonably be expected to cause have a Material Adverse ChangeEffect. Each of the The Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective SubsidiaryCompany, except those taxes which have been or will be contested by appropriate proceedings and for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changewhich adequate reserves have been provided. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues deficiencies have been raised asserted (and are currently pending) or, to the knowledge of the Company, threatened by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its SubsidiariesCompany, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its SubsidiariesCompany. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges in the nature of any kind whatevera tax, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of (a) Neither the Company and its nor any Company Subsidiaries has filed all returns (any material tax liability for unpaid Taxes, as hereinafter defined) required to be filed with taxing authorities prior to defined below, which has not been paid, accrued for or reserved on the date hereof Company's audited balance sheet as of December 31, 1997 or has duly obtained extensions of time incurred any material tax liability for unpaid Taxes or any other liabilities for unpaid Taxes other than in the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Changeordinary course business since that date. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means "Taxes" shall mean all federal, state, local, foreign foreign, and other taxes, including without limitation, income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, use taxes, value-added taxes, gross receipts taxes, franchise taxes, capital stock taxes, employment and payroll-related taxes, withholding taxes, stamp taxes, transfer taxes, windfall profit taxes, environmental taxes and real and personal property taxes, whether or not measured in whole or in part by net income, gross incomeand all deficiencies, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax, interest, fines and penalties. (b) Except as set forth on Schedule 5.10 of the Company Disclosure Schedule, the Company and each of the Company Subsidiaries has timely filed all federal, state, local and foreign tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents returns required to be filed by any of them through the date hereof, and all such returns completely and accurately set forth the amount of any Taxes relating to the applicable period. (c) Neither the Internal Revenue Service (the "IRS") nor any other governmental authority is now asserting by written notice to the Company or any Company Subsidiary or, to the best knowledge of the Company and the Company Subsidiaries, threatening to assert against the Company or any Company Subsidiary any deficiency or claim for additional Taxes. There is no dispute or claim concerning any material tax liability of the Company or any Company Subsidiary, either claimed or raised by any governmental authority, or as to which any director or officer of the Company or any Company Subsidiary has reason to believe may be claimed or raised by any federal or state governmental authority. No material claim has ever been made by a taxing authority in a jurisdiction where the Company does not file reports and returns that the Company is or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of the Company or any Company Subsidiary that arose in connection with any failure (or alleged failure) to pay any Taxes. The Company has never entered into a closing agreement pursuant to Section 7121 of the Internal Revenue Code of 1986, as amended (the "Code"). (d) The Company has not received written notice of any audit of any tax return filed by the Company, and the Company has not been notified by any tax authority that any such audit is contemplated or pending. Neither the Company nor any of the Company Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any income or other Taxes, and no extension of time with respect to taxes.any date on which a tax return was or is to be filed by the Company is in force. True, correct and complete copies of all federal, state and local income or franchise tax returns filed by the Company and each of the Company Subsidiaries and all communications relating thereto have been delivered to Parent or made available to representatives of Parent. (e) The Company and each Company Subsidiary have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other party. 5.11

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeby appropriate proceedings and for which adequate reserves have been provided. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all material accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, to the knowledge of the Company, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each thereof and each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for taxes being contested or where the failure to file any such return or pay such taxes that are currently being contested in good faith or as would not have, or reasonably be expected to cause result in, a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any to the extent that such taxes that have become due and are currently not being contested in good faith or faith, except as would not be reasonably be expected to cause have a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the Company and its Subsidiaries has filed all returns (Except as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would such matters that could not reasonably be expected to cause have a Company Material Adverse Change. Each Effect, (a) the Company and each of the Company Subsidiaries have timely filed or will timely file all returns and reports required to be filed by them with any taxing authority with respect to Taxes for any period ending on or before the Effective Time, taking into account any extension of time to file granted to or obtained on behalf of the Company and its Subsidiaries has paid the Company Subsidiaries, (b) all taxes (as hereinafter defined) Taxes shown as due to be payable on such returns or reports that were filed and are due prior to the Effective Time have been paid or will be paid, (c) as of the date of this Agreement, no deficiency for any material amount of Tax has paid all taxes imposed on been asserted or assessed by a taxing authority against the Company or such respective Subsidiary, except any of the Company Subsidiaries and (d) the Company and each of the Company Subsidiaries have provided adequate reserves in their financial statements for any such taxes Taxes that are currently being contested have not been paid in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed accordance with or as part of the Registration Statement are sufficient for all accrued and unpaid taxesgenerally accepted accounting principles, whether or not disputedshown as being due on any returns. As used in this Agreement, "Taxes" shall mean any and for all periods taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (iadditional amounts imposed with respect thereto) no issues have been raised (and are currently pending) imposed by any government or taxing authority in connection with any of the returns authority, including, without limitation: taxes or taxes asserted as due from the Company other charges on or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross incomefranchises, windfall or other profits, gross receipts, property, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholdingcapital stock, payroll, employment, social security, workers' compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, severancewithholding, ad valorem, stamp, occupationtransfer, premiumvalue added or gains taxes; license, propertyregistration and documentation fees; and customers' duties, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest tariffs and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxessimilar charges.

Taxes. Each (a) Except as disclosed in Section 4.12 of the Company Disclosure Letter, the Company and each of its Subsidiaries subsidiaries has (i) timely filed all returns (as hereinafter defined) material Tax Returns required to be filed with taxing authorities by any of them for tax years ended prior to the date hereof of this Agreement or has duly obtained requests for extensions of time for the filing thereofhave been timely filed and any such request shall have been granted and not expired and all such returns are complete in all material respects, except in any case in which the failure so (ii) have paid or accrued all Taxes shown to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company due and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due payable on such returns that were filed and has paid all taxes imposed on or assessed against the Company or other than such respective Subsidiary, except for any such taxes that Taxes as are currently being contested in good faith by the Company or as its subsidiaries, and (iii) have properly accrued in all material respects all such Taxes for such periods subsequent to the periods covered by such returns, except in the case of the foregoing clauses (i), (ii) and (iii) where any such failure would not reasonably be expected to cause have a Company Material Adverse ChangeEffect. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. (b) Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any Section 4.12 of the returns Company Disclosure Letter, there are no ongoing federal, state or taxes asserted as due from local audits or examinations of any Tax Return of the Company or its Subsidiariessubsidiaries. (c) Except as disclosed in Section 4.12 of the Company Disclosure Letter, there are no outstanding written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any material Taxes or deficiencies against the Company or any of its subsidiaries, and (ii) no waivers power of statutes attorney granted by either the Company or any of limitation its subsidiaries with respect to the returns or collection any Taxes is currently in force. (d) Except as disclosed in Section 4.12 of taxes have been given by or requested from the Company Disclosure Letter, neither the Company nor any of its subsidiaries is a party to any agreement providing for the allocation or its Subsidiariessharing of Taxes. The term “(e) "Taxes" shall mean any and all taxes” means all federal, statecharges, localfees, foreign and levies or other net incomeassessments, gross including, without limitation, income, gross receipts, excise, real or personal property, sales, withholding, social security, occupation, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholdinglicense, net worth, payroll, employmentfranchise, excisetransfer and recording taxes, severancefees and charges, stampimposed by the United States Internal Revenue Service or any taxing authority (whether domestic or foreign including, occupationwithout limitation, premiumany state, propertycounty, windfall profitslocal or foreign government or any subdivision or taxing agency thereof (including a United States possession)), customswhether computed on a separate, duties consolidated, unitary, combined or any other basis; and such term shall include any interest, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, assessments levies or charges of other assessments. "Tax Return" shall mean any kind whateverreport, together with any interest and any penaltiesreturn, additions to tax document, 10 14 declaration or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents information or filing required to be filed in supplied to any taxing authority or jurisdiction (foreign or domestic) with respect to taxes.Taxes. Section 4.13

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which where the failure so to file would could not reasonably be expected expected, individually or in the aggregate, to cause result in a Material Adverse Change. Each Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the The Company and each of its Subsidiaries has subsidiaries have accurately prepared and timely filed all federal, state and other tax returns and extensions (as hereinafter defined“Returns”) that are required to be filed with taxing authorities prior to the date hereof by each such entity and have paid or has duly obtained extensions of time made provision for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each payment of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether assessments, governmental or not disputedother similar charges; all such Returns are true, correct and for complete in all periods to material respects; and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, localcounty, local or foreign and taxes, charges, fees, levies, fines, penalties or other assessments, including all net income, gross income, gross receipts, sales, sales and use, ad valorem, transfer, franchisegains, profits, licenseexcise, leasefranchise, servicereal and personal property, service usegross receipts, withholdingcapital stock, disability, employment, payroll, employmentlicense, excise, severanceestimated, stamp, occupationcustom duties, premium, property, windfall profits, customs, duties severance or other taxes, fees, assessments withholding taxes or charges of imposed by any kind whatever, together with governmental authority (including any interest and any penalties, penalties (civil or criminal) on or additions to any such taxes and any expenses incurred in connection with the determination, settlement or litigation of any tax liability), in each case, to the extent material (“Taxes”), shown in such Returns or additional amounts on assessments received by the Company or any of its subsidiaries or otherwise due and payable or claimed to be due and payable by any governmental authority, have been paid, except for any such tax, charge, fee, levy, fine, penalty or other assessment that (i) is currently being contested in good faith, or (ii) would not have, or reasonably be expected to have, a Material Adverse Effect. Neither the Company nor any of its subsidiaries has requested any extension of time within which to file any Return, which Return has not since been filed. Neither the Company nor any of its subsidiaries has executed any outstanding waivers or comparable consents regarding the application of the statute of limitations with respect theretoto any Taxes or Returns. The term “returns” means all returnsNo audits or other administrative proceedings or court proceedings are presently pending nor threatened against the Company or any of its subsidiaries with regard to any Taxes or Returns of the Company or any of its subsidiaries, declarationsand no taxing authority has notified the Company or any of its subsidiaries in writing that it intends to investigate its Tax affairs, reportsexcept for audits, statements and other documents required administrative proceedings, court proceedings, or investigations that would not have, or reasonably be expected to be filed in respect to taxeshave, a Material Adverse Effect.

Taxes. Each SCB and all of the Company its current or former subsidiaries and its Subsidiaries has their predecessors have or will have, timely filed all Tax Returns required to have been filed by them at or prior to the Effective Time (taking into account valid extensions), and all such returns (as hereinafter defined) and reports are correct and complete in all material respects. As used herein, "TAX RETURNS" shall mean any return, declaration, report, claim for refund, or information return or statement relating to or required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns Taxes (as such term is defined below), including any schedule or taxes asserted as due from the Company or its Subsidiariesattachment thereto, and (ii) no waivers including any amendment thereof. SCB has delivered or made available to Acquiror true and complete copies of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiariesall such Tax Returns for 1994, 1995 and 1996. The term “taxes” means all All federal, state, local, or foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, business, occupation, premium, property, windfall profits, customsenvironmental (including taxes under Section 59A of the Code), duties customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, workers' compensation, disability, Pension Guarantee Benefit Corporation premium, real property, personal property, ad valorem, sales, use, transfer, conveyance, registration, value added, alternative or add-on minimum, estimated, or other taxes, feesor assessments in the nature of taxes, of any kind whatsoever and however denominated, including any interest, penalty, or addition thereto, whether disputed or not ("TAXES"), due, or required to be withheld and paid over as of the date hereof as shown on such returns have been paid or accrued. SCB has not requested any extension of time within which to file a return or report that has not since been timely filed. No material deficiency in any Taxes, assessments or governmental charges has been proposed, asserted or assessed against SCB that has not been settled and paid. No extension of the time within which any tax may be assessed is in effect or pending. SCB has no liability for taxes, including employment taxes, of any kind whateverother person under Treasury Regulation Section 1.1502-6, together with as a transferee or successor, or otherwise. SCB has not made, nor is it obligated to make, nor is it a party to any interest and agreement that could reasonably be expected to obligate it to make, any penalties, additions payments that are not deductible pursuant to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.Code Section 280G.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any where such taxes that are currently being contested in good faith or as those in which the failure to pay would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient sufficient, in accordance with GAAP principles, for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each For purposes of this Agreement, the Company and its Subsidiaries has filed term "Taxes" shall mean all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether charges, fees, levies or not disputedother assessments including, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriterswithout limitation, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, excise, property, sales, withholding, social security, unemployment, occupation, use, ad valoremservice, transferlicense, payroll, franchise, profitstransfer and recording taxes, licensefees and charges, leaseimposed by the United States or any state, servicelocal or foreign government or subdivision or agency thereof, service usewhether computed on a separate, withholdingconsolidated, payrollunitary, employmentcombined or any other basis; and such term shall include any interest, excisefines, severancepenalties or additional amounts attributable to or imposed with respect to any such taxes, stamp, occupation, premium, property, windfall profits, customs, duties or other taxescharges, fees, assessments levies or charges other assessments. Notwithstanding anything else to the contrary in this Agreement, including, but not limited to, any reference with respect to laws, regulations, filings, GAAP, or other similar matters, all representations and warranties in this Agreement with respect to Taxes are exclusively those set forth under this Section 2.17, and no other representation or warranty shall be deemed to be made with reference to Taxes. The Company has timely filed all federal, state and other tax returns or extension requests for all fiscal periods ended on or before the Balance Sheet Date. There are no examinations in progress or claims pending against the Company for federal, state or other taxes (including penalties and interest) for any period or periods prior to or on the Balance Sheet Date and no notice of any kind whateverclaim for taxes, together with any whether pending or threatened, has been received. All Taxes, including interest and any penalties, additions shown on any tax return to be owed by the Company or any member of an affiliated or consolidated group which includes or included the Company, has been paid or an amount sufficient to make such payment has been accrued in the Financial Statements. Copies of (i) any tax examinations, (ii) extensions of time for filing and (iii) the federal and local income tax returns and franchise tax returns of Company (including any subsidiaries) for the last three fiscal years, or additional amounts with respect theretosuch shorter period of time as any of them shall have existed have been delivered to Metals. The term “returns” means all returnsCompany is not an S corporation. The Company uses the accrual method of accounting for income tax purposes, declarations, reports, statements and other documents required to be filed the Company's methods of accounting have not changed in respect to taxesthe past five years. The Company is not an investment company as defined in Section 351(e)(1) of the Code.

Taxes. Each Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change on the Company, each of the Company and its Subsidiaries has (i) filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company thereof and its Subsidiaries (ii) has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, Subsidiary except for any such taxes that are as currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeand for which reserves required by GAAP have been created in the financial statements of the Company. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each (a) For purposes of the Company this Agreement, a "Tax" or, collectively, "Taxes," means any and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all material federal, statestate and local taxes of any country, local, foreign assessments and other net incomegovernmental charges, gross incomeduties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, useuse and occupation, and value added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, recapture, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other excise and property taxes, fees, assessments or charges of any kind whatever, together with any interest all interest, penalties and additions imposed with respect to such amounts and any penalties, additions to tax obligations under any agreements or additional amounts arrangements with any other person with respect theretoto such amounts and including any liability for taxes of a predecessor entity. The term “returns” means (b) CompCore has accurately prepared and timely filed all returns, declarationsestimates, reports, information statements and other documents reports required to be filed with any taxing authority ("Returns") relating to any and all Taxes concerning or attributable to CompCore or its operations and such Returns are true and correct in all material respects and have been completed in all material respects in accordance with applicable law. (c) CompCore, as of the Closing Date: (i) will have paid all Taxes it is required to pay prior to the Closing Date and (ii) will have withheld with respect to taxes.its employees all Taxes required to be withheld, except where any failure to make such payment or withholding would not be reasonably likely to have a Material Adverse Effect on CompCore. (d) There is no Tax deficiency outstanding or assessed or, to CompCore's knowledge, proposed against CompCore that is not reflected as a liability on the CompCore Balance Sheet nor has CompCore executed any agreements or waivers extending any statute of limitations on or extending the period for the assessment or collection of any Tax. (e) CompCore has no material liabilities for unpaid Taxes that have not been accrued for or reserved on the CompCore Balance Sheet, whether asserted or unasserted, contingent or otherwise. (f) CompCore is not a party to any tax-sharing agreement or similar arrangement with any other party, or any contractual obligation to pay any Tax obligations of, or with respect to any transaction relating to, any other person or to indemnify any other person with respect to any Tax. Section 3.10

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes failure that are currently being contested would not, individually or in good faith or as would not reasonably be expected to cause the aggregate, have a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. There are no tax liens against the assets, properties or business of the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each of the (a) The Company and each of its Subsidiaries has timely filed all returns federal, state, local and foreign income Tax Returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except by it in any case all jurisdictions in which the failure so it is required to file would not reasonably do so, and all other material Tax Returns required to be expected to cause a Material Adverse Change. Each of filed by it, and such Tax Returns are true and complete in all material respects, and the Company and each of its Subsidiaries has paid or caused to be paid all taxes Taxes (as hereinafter defined) shown as due on such returns that were filed Tax Returns and has paid made adequate provision in the Company's financial statements for payment of all taxes imposed Taxes that are not payable as of the date hereof or have not been paid, in respect of all taxable periods or portions thereof ending on or assessed against before the date hereof, except where the failure to so file or pay or make adequate provision would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All Tax Returns for the Company in respect of all years not barred by the statute of limitations have heretofore been made available by the Company to ICS and are listed in Section 3.11 of the Disclosure Schedule. There are no outstanding Agreements, waivers or requests for waivers extending the statutory period of limitation applicable to any Tax Return of the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statementsits Subsidiaries. Except as disclosed in writing to set forth on Section 3.11 of the UnderwritersDisclosure Schedule, neither the Company nor any of its Subsidiaries (i) no issues have has been raised a member of a group filing consolidated returns for federal income tax purposes (and are currently pendingexcept for the group of which the Company is the common parent), (ii) by is a party to or has any taxing authority liability pursuant to a Tax sharing or Tax indemnity agreement or any other agreement of a similar nature that remains in connection with effect or (iii) has any liability for the Taxes of any person (other than any of the returns or taxes asserted as due from the Company or its Subsidiaries) under Treas. Reg. (S) 1.1502-6 (or any similar provision of state, and (iilocal, or foreign law), as a transferee or successor, by contract, or otherwise. The Company will attach to its June 27, 1998, Tax Return the statement required under Treasury Regulation Section 1.1502-20(c)(3) no waivers of statutes of limitation with respect related to the returns disposition of its shares in Voyetra Technologies, Inc. Except as set forth in Section 3.11 of the Disclosure Schedule, no claim has ever been made by a taxing authority in a jurisdiction where the Company or collection any of taxes have been given its Subsidiaries does not file Tax Returns that such person is or may be subject to taxation by or requested from such jurisdiction. None of the Company or its Subsidiaries. The term “taxes” means all federalSubsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Code (S) 481(c) (or any corresponding or similar provision of state, locallocal or foreign income Tax law), foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.(ii) "

Taxes. Each The Company and its Subsidiaries have filed or caused to be filed, or have properly filed extensions for, all material Tax returns that are required to be filed and have paid or caused to be paid all material Taxes as shown on said returns and on all material assessments received by it to the extent that such Taxes have become due, except Taxes the validity or amount of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves, in accordance with generally accepted accounting principles, have been set aside. The Company and its Subsidiaries have paid or caused to be paid, or have established reserves that the Company or such Subsidiaries reasonably believe to be adequate in all material respects, for all Tax liabilities applicable to the Company and its Subsidiaries for all fiscal years that have not been examined and reported on by the taxing authorities (or closed by applicable statutes). Schedule 4.18 sets forth the tax year through which United States Federal income tax returns of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (examined and are currently pending) by closed. For purposes of this Section 4.18, "Tax" or "Taxes" means any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, county, local, foreign and other net taxes (including, without limitation, income, gross incomeprofits, gross receiptspremium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, exciseunemployment compensation, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other payroll and property taxes, feesimport duties and other governmental charges and assessments), assessments whether or charges of any kind whatevernot measured in whole or in part by net income, together with any interest and any penaltiesincluding deficiencies, interest, additions to tax or additional amounts interest, and penalties with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required including expenses associated with contesting any proposed adjustments related to be filed in respect to taxesany of the foregoing.

Taxes. Each of the Company and its Subsidiaries has filed all material returns (as hereinafter defineddefined below) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the The Company and its Subsidiaries has paid all material taxes (as hereinafter defineddefined below) shown as due on such returns that were filed and has paid all material taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeof its Subsidiaries. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid material taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or any of its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or any of its Subsidiaries. There are no tax liens against the assets, properties or business of the Company or its Subsidiaries other than liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which reserves in accordance with GAAP have been established in the Company’s books and records. The term “material taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, other than those taxes, the failure of which to have paid, would not result in a Material Adverse Change. The term “material returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes, other than those returns, the failure of which to have filed, would not result in a Material Adverse Change.

Taxes. Each The Company and its Subsidiaries, and any predecessors to the Company and any of its Subsidiaries, have filed or obtained extensions of all federal, state, local and foreign income, excise, franchise, real estate, sales and use and other tax returns heretofore required by Law to be filed by it. All material taxes, including, without limitation, all federal, state, county, local, foreign or other income, Property, sales, use, franchise, value added, employees' income withholding, social security, unemployment and other taxes, of any nature whatsoever which have become due or payable by the Company or any of its Subsidiaries, or by any predecessors thereto, including any fines or penalties with respect thereto or interest thereon, whether disputed or not (collectively, "Taxes"), have been paid in full or are adequately provided for in accordance with GAAP on the financial statements of the applicable Person. All material deposits, Taxes and other assessments and levies required by Law to be made, withheld, collected or provided for by the Company or any of its Subsidiaries, or any predecessors thereto, including deposits with respect to Taxes constituting employees' income withholding taxes, have been duly made, withheld, collected or provided for and have been paid over to the proper federal, state or local authority, or are held by the applicable Person for such payment. No Liens arising from or in connection with Taxes have been filed and are currently in effect against the Company or any of its Subsidiaries, except for Liens for Taxes which are not yet due. Except as set forth on Schedule 5.26 hereto, neither the Company nor any of its Subsidiaries, nor any predecessor thereto, has executed or filed with the IRS, or any other taxing authority, any agreement or document extending, or having the effect of extending, the period for assessment or collection of any Taxes. The federal income tax returns of the Company and each of its Subsidiaries Subsidiaries, and any predecessor thereto, have been examined by the IRS, or the statute of limitations with respect to federal income taxes has filed expired, for all returns (as hereinafter defined) required tax years up to be filed with taxing authorities prior to and including the date hereof or has duly obtained extensions of time for the filing thereoffiscal year ended December 31, 1993 and, except as set forth on Schedule 5.26, any deficiencies have been paid in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on full or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown by appropriate action and appropriate reserves therefor have been established on the financial statements filed with Company's or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statementsapplicable Subsidiaries' books. Except as disclosed in writing set forth on Schedule 5.26, neither the Company nor any of its Subsidiaries is a party to any tax sharing agreement or arrangement. Except as set forth on Schedule 5.26, no audits or investigations are pending or, to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any knowledge of the Company, threatened with respect to any tax returns or taxes asserted as due from of the Company or any of its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect predecessor thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each (a) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Company and each of the Company Subsidiaries have timely filed or will timely file all returns and reports required to be filed by them with any taxing authority with respect to Taxes for any period ending on or before the Effective Time, taking into account any extension of time to file granted to or obtained on behalf of the Company and its Subsidiaries has filed the Company Subsidiaries, (ii) all returns (as hereinafter defined) required to be filed with taxing authorities Taxes that are due prior to the date hereof Effective Time have been paid or has duly obtained extensions of time for the filing thereof, except in any case in will be paid (other than Taxes which the failure so to file would (A) are not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes yet delinquent or (as hereinafter definedB) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith and have not been finally determined), (iii) as of the date of this Agreement, no deficiency for any Tax has been asserted or as would not reasonably be expected to cause assessed by a Material Adverse Change. The provisions for taxes payable, if any, shown on taxing authority against the Company or any of the Company Subsidiaries and (iv) the Company and each of the Company Subsidiaries have provided adequate reserves in accordance with generally accepted accounting principles in their financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxesany Taxes that have not been paid, whether or not disputedshown as being due on any returns. As used in this Agreement, "Taxes" shall mean any and for all periods taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (iadditional amounts imposed with respect thereto) no issues have been raised (and are currently pending) imposed by any government or taxing authority in connection with any of the returns authority, including, without limitation: taxes or taxes asserted as due from the Company other charges on or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross incomefranchises, windfall or other profits, gross receipts, property, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholdingcapital stock, payroll, employment, social security, workers' compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, severancewithholding, ad valorem, stamp, occupationtransfer, premiumvalue added or gains taxes; license, propertyregistration and documentation fees; and customers' duties, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest tariffs and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxessimilar charges.

Taxes. Each of the (i) The Company and its Subsidiaries has subsidiaries have duly filed all returns federal, state, local and other Tax Returns (as hereinafter defineddefined below) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereofby them, except for Tax Returns which, individually and in any case in which the aggregate, the failure so to file would at the time required to be filed will not reasonably be expected to cause have a Material Adverse ChangeEffect, and have duly paid or made adequate provision for the payment of all Taxes (as defined below) shown to be due thereon. Each All such Tax Returns are, in all material respects, true, correct and, to the Company's knowledge, complete. The Internal Revenue Service has never audited the federal income tax returns of the Company or its subsidiaries. All assertions of deficiencies or assessments of Taxes due and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against payable by the Company or such respective Subsidiary, except any subsidiary have been paid or provided for any such taxes that or are currently reflected on Schedule 6.1(f) of the Disclosure Schedule and are being contested in good faith by appropriate proceedings except for deficiencies or as assertions the non- payment of which would not have a Material Adverse Effect. To the Company's knowledge, no issue has been raised by the Internal Revenue Service in any such examination which by application of the same or similar principles, resulted in material assessments or deficiencies for the period so examined or could reasonably be expected to cause result in a Material Adverse Change. The provisions material proposed deficiency for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or any period not disputed, and for all periods to and including the dates of such consolidated financial statementsso examined. Except as disclosed set forth in writing Schedule 6.1(f) of the Disclosure Schedule, there are no outstanding agreements or waivers extending the statutory period of limitation applicable to any federal income tax return for any period. The liabilities and reserves for Taxes reflected in the Company's balance sheet as of December 31, 1996 and March 31, 1997 contained in the Company Reports and reflected in the books and records of the Company were adequate as of such date and to the UnderwritersCompany's knowledge, (i) there are no issues have been raised (and are currently pending) by material liens for Taxes upon any taxing authority in connection with any property or assets of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers any subsidiary except liens for Taxes not yet due or the validity of statutes of limitation with respect to the returns or collection of taxes have been given which is being contested in good faith by or requested from appropriate proceedings. All material Taxes that the Company or its Subsidiariesany subsidiary is required by law to withhold or collect have been duly withheld or collected and, to the extent required by law, have been paid to the appropriate governmental authorities or properly deposited. The term “taxes” means all federalNeither the Company nor any subsidiary has, statewith regard to any assets or property held, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties acquired or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be acquired by any of them, filed in respect a consent to taxesthe application of Section 341(f)(2) of the Code.

Taxes. Each of Seller and the Company and its Seller Subsidiaries has have timely filed all returns material Tax Returns (as hereinafter defineddefined below) required to be filed by them. All such Tax Returns were correct and complete in all material respects and have been prepared in substantial compliance with taxing authorities prior to the date hereof all applicable Laws and regulations. All Taxes (as defined below) due and owing by Seller or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Seller Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputedshown on any Tax Return) have been paid, except any such Taxes with respect to which Seller has established adequate reserves in accordance with GAAP. For purposes of this Agreement, “Tax” or “Taxes” shall mean taxes, charges, fees, levies, and for all periods other governmental assessments and impositions of any kind, payable to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwritersany federal, state, local or foreign governmental entity or taxing authority or agency, including, without limitation, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross incomefranchise, profits, gross receipts, estimated, ad valorem, value added, sales, use, ad valoremservice, transferreal or personal property, franchise, profitscapital stock, license, lease, service, service usepayroll, withholding, payrolldisability, employment, excisesocial security, workers compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, propertypremiums, windfall profits, customstransfer and gains taxes, duties (ii) customs duties, imposts, charges, levies or other taxes, fees, similar assessments or charges of any kind whateverkind, together with any interest and any penalties(iii) interest, penalties and additions to tax or additional amounts imposed with respect thereto. The term ; and “Tax Returns” shall mean returns” means all returns, declarations, reports, and information statements and other documents with respect to Taxes required to be filed with the United States Internal Revenue Service (the “IRS”) or any other governmental entity or taxing authority or agency, domestic or foreign, including, without limitation, consolidated, combined and unitary tax returns. For purposes of this Section 2.18, references to Seller and the Seller Subsidiaries include former subsidiaries of Seller for the periods during which any such entities were owned, directly or indirectly, by Seller. Neither the IRS nor any other governmental entity or taxing authority or agency is now asserting, either through audits, administrative proceedings or court proceedings, any deficiency or claim for additional Taxes. Neither Seller nor any of the Seller Subsidiaries has received from any foreign, federal, state, or local taxing authority (including jurisdictions where Seller or the Seller Subsidiaries have not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) written request for information related to Tax matters, or (iii) written notice of any deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against Seller or any of the Seller Subsidiaries in each case relating to a Tax matter that is currently outstanding or unresolved. Neither Seller nor any of the Seller Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. Except for statutory liens for current Taxes not yet due, there are no material tax liens on any assets of Seller or any of the Seller Subsidiaries. Neither Seller nor any of the Seller Subsidiaries has received a ruling or entered into an agreement with the IRS or any other taxing authority that would have a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole, after the Effective Time. No tax indemnities given by Seller or the Seller Subsidiaries in connection with a sale of stock or assets remain in effect. Seller and each of the Seller Subsidiaries has withheld and paid all Taxes required to taxeshave been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. Neither Seller nor any of the Seller Subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax Law) and (ii) any amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local or foreign Tax Law). Neither Seller nor any of the Seller Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Seller and each of the Seller Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Neither Seller nor any of the Seller Subsidiaries is a party to or bound by any Tax allocation or sharing agreement. Neither Seller nor any of the Seller Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Seller) or (B) has any liability for the Taxes of any person (other than Seller or any of the Seller Subsidiaries) under Regulation Section 1.1502-6 of the Code (or any similar provision of state, local, or foreign Tax Law), as a transferee or successor, by contract, or otherwise. The unpaid Taxes of Seller and the Seller Subsidiaries (A) did not, as of the most recent fiscal quarter end, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheet for such period and (B) do not exceed that reserve as adjusted for the passage of time through the Effective Time in accordance with the past custom and practice of Seller and the Seller Subsidiaries in filing their Tax Returns. Since the most recent fiscal quarter end, neither Seller nor any of the Seller Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice. Neither Seller nor any of the Seller Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Effective Time; (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Effective Time; (C) intercompany transactions or any excess loss account described in Section 1502 of the Code and the regulations promulgated thereunder (or any corresponding or similar provision of state, local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the Effective Time; or (E) prepaid amount received on or prior to the Effective Time.

Taxes. Each of the Company CTI has duly and its Subsidiaries has timely filed all returns (as hereinafter defined) required or caused to be ----- filed with taxing authorities prior to the date hereof (or has duly obtained valid, currently effective extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter definedfiling) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, local and foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholdingexcise, payroll, employment, excise, severance, stamp, occupation, premiumsales and use, property, windfall profits, customs, duties or withholding and other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements estimates and information and other documents statements or returns (collectively "Tax Returns") ----------- required to be filed by or on behalf of it pursuant to any applicable federal, state, local or foreign tax laws for all years and periods for which such Tax Returns have become due. All such Tax Returns were correct as filed and correctly reflect the federal, state, local and foreign income, franchise, excise, payroll, sales and use, property, withholding and other taxes, duties, imposts and governmental charges (and charges in lieu of any thereof), together with interest, any additions to tax and penalties (collectively "Taxes") ----- required to be paid or collected by (or allocable to) CTI. CTI (i) has paid or caused to be paid all Taxes as shown on Tax Returns filed by it or on any assessment received by it and (ii) has properly and fully accrued on its audited and interim unaudited financial statements all Taxes for any period from the date of the last reporting period covered by such Tax Returns. There is no audit pending or threatened in writing, and, to the knowledge of CTI, there is no dispute or claim being threatened by any relevant taxing authority concerning any Tax Return or liabili ty for Taxes. Without limiting the foregoing, CTI has withheld or collected from each payment made to each of its employees (or has otherwise paid or made provision for) the amount of all Taxes (including, but not limited to, federal income taxes, federal Insurance Contribution Act taxes, state and local income and wage taxes, payroll taxes, worker's compensation and unemployment compensation taxes) required to be withheld or collected therefrom, and CTI has paid (or caused to be paid) the same in respect to taxesof its employees when due.

Taxes. Each All federal, state, local and other tax returns required to have been filed with respect to the Company and each of its Subsidiaries have been filed and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. There are no agreements or waivers extending the statutory period of limitations applicable to any federal income tax return of the Company and its Subsidiaries has for any period. No tax liens have been filed all returns (as hereinafter defined) required to be filed with taxing authorities prior and no claims are pending or, to the date hereof or has duly obtained extensions knowledge of time for the filing thereofBorrowers, except in any case in threatened with respect to taxes which the failure so to file would not could reasonably be expected to cause have a Material Adverse ChangeEffect. Each The charges, accruals and reserves on the books of the Company and its Subsidiaries has paid all in respect of any taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that other governmental charges are currently being contested maintained in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed accordance with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statementsGAAP. Except as disclosed on Schedule 5.01(l), there are no agreements or other arrangements with any Person whereby the Company or any of its Subsidiaries has any obligation to such Person in writing respect of the payment of any taxes or other governmental charges. For purposes of this Section, the Borrowers make no representations with respect to the Underwriters, (i) no issues have been raised (and are currently pending) any tax returns filed by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its SubsidiariesKmart, and (ii) no waivers the payment of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, any fees, assessments or other governmental charges which have or may become due pursuant to said returns by Kmart or assessments received by Kmart and (iii) any agreements or waivers extending the statutory period of limitations applicable to any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxessaid returns of Kmart.

Taxes. Each The Company and its Subsidiaries have timely filed, or caused to be filed, taking into account any valid extensions of due dates, completely and accurately, all federal, state, local and foreign tax or information returns (including estimated tax returns) required under the statutes, rules or regulations of such jurisdictions to be filed by the Company and/or such Subsidiaries. The term "Taxes" means taxes, duties, charges or levies of any nature imposed by any Governmental or Regulatory Authority, including without limitation income, gains, capital gains, surtax, capital, franchise, capital stock, value-added taxes, taxes required to be deducted from payments made by the payor and accounted for to any tax authority, employees' income withholding, back-up withholding, withholding on payments to foreign Persons, social security, national insurance, unemployment, worker's compensation, payroll, disability, real property, personal property, sales, use, goods and services or other commodity taxes, business, occupancy, excise, customs and import duties, transfer, stamp and other taxes (including interest, penalties or additions to tax in respect of the foregoing), and includes all taxes payable by the Company and/or its Subsidiaries pursuant to joint taxation arrangements or any similar provisions of state, local or foreign law. All Taxes shown on said returns to be due and all additional assessments received prior to the date hereof have been paid or are being contested in good faith, in which case, such contested assessments are set forth on Schedule 3.11. The Company and its Subsidiaries have collected all sales, use, goods and services or other commodity Taxes required to be collected, and have withheld all amounts required to be withheld on account of Taxes for amounts paid to employees, directors, officers and residents and non-residents; and in each case has remitted or will remit the same to the appropriate taxing authority within the prescribed time periods. The amount set up as an accrual for Taxes on the Balance Sheet is sufficient for the payment of all unpaid Taxes of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxesSubsidiaries, whether or not disputed, and for all periods ended on and prior to the date thereof. Since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has incurred any liabilities for Taxes other than in the ordinary course of business. The Stockholders have delivered to the Purchaser correct and including complete copies of all income tax returns filed with respect to the dates Company and its Subsidiaries for all taxable periods since its inception. None of such consolidated financial statementsthe tax returns of the Company has ever been audited by any Governmental or Regulatory Authority. Except as disclosed Neither the Company nor its Subsidiaries has received notice of any audit or examination currently in progress, or of any proposed audit or examination. No deficiency in the payment of Taxes by the Company for any period has been asserted in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with and remains unsettled at the date of this Agreement. Neither the Company nor any of the returns its Subsidiaries is a party to any tax allocation or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation tax sharing agreement nor does it have any contractual obligation to indemnify any other person with respect to the returns or collection of taxes have been given by or requested from Taxes. Neither the Company nor its Subsidiaries will be required as a result of a change in accounting method for any period ending on or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of before the Closing Date to include any kind whatever, together with adjustment in income for any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxesperiod ending after the Closing Date.

Taxes. Each of Except as set forth in Schedule 4.27 to the Company and its Subsidiaries has Merger Agreement: (A) there have been timely filed all returns (as hereinafter defined) and reports with respect to Arca required to be filed with any taxing authorities authority with respect to Taxes for any period ending on or before the date of this Agreement, taking into account any extension of time to file granted to or obtained on behalf of Arca; (B) all Taxes shown to be payable on such returns or reports that are due prior to the date of this Agreement have been paid or shall be paid (prior to the date of this Agreement) and that were due prior to the Merger Agreement were paid prior to the Merger Agreement, and all such returns or reports accurately reflect the proper amount of Taxes payable for the applicable periods; (C) no deficiency for any Tax has been asserted or assessed by a taxing authority against or with respect to Arca either as of the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each as of the Company Prior Acquisition Date; (D) Arca has, as of the date hereof, and had, as of the Prior Acquisition Date, provided adequate reserves in its Financial Statements and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns August Financial Statements for any Taxes that were filed and has paid all taxes imposed on not or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would have not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxesbeen paid, whether or not disputedshown as being due on any returns; (E) the income tax returns of Arca have never been audited; and (F) Arca has, and for all periods to and including as of the dates date hereof, or had, as of such consolidated financial statements. Except as disclosed in writing the Prior Acquisition Date, not waived any restrictions on assessment or collection of Taxes or consented to the Underwritersextension of any statute of limitations relating to Taxes. As used in the Merger Agreement, "Taxes" shall mean any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (itogether with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) no issues have been raised (and are currently pending) imposed by any government or taxing authority in connection with any of the returns authority, including, without limitation: taxes or taxes asserted as due from the Company other charges on or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross incomefranchises, windfall or other profits, gross receipts, property, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholdingcapital stock, payroll, employment, social security, workers' compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, severancewithholding, ad valorem, stamp, occupationtransfer, premiumvalue-added or gains taxes; license, propertyregistration and documentation fees; and customers' duties, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest tariffs and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxessimilar charges.

Taxes. Each The amounts recorded as provisions for Taxes in the Financial Statements are sufficient for the payment of all Taxes, whether disputed or not, owed or to be owed by the Company with respect to the time up to the date of the latest Financial Statements, including with respect to income earned up to the date of the latest Financial Statements. The Company has duly and its Subsidiaries has timely filed all returns (as hereinafter defined) Tax Returns with the appropriate governmental authorities which were required to be filed with taxing authorities by them, due on or prior to the date hereof or has duly obtained extensions (without regard to any extensions), and such Tax Returns were true and correct in all respects. Except as set forth on Schedule 6.5, no extension of time within which to file any Tax Return which has not been filed has been requested or granted. The Company has paid in full, or recorded adequate reserves in accordance with GAAP on the Financial Statements for the filing thereofpayment of, except all Taxes shown on all Tax Returns. Any such reserves are reflected in any case the Financial Statements. The Estimated Tax Amount (as defined in which Section 15(c)(i) hereof) will be, as of the failure so Closing Date, true and accurate to file would not reasonably be expected to cause a Material Adverse Changethe best knowledge of the Selling Stockholders. Each Except as set forth on Schedule 6.5 hereto, no Tax Return of the Company and its Subsidiaries has paid all taxes been examined or audited by the Internal Revenue Service (as hereinafter definedthe "IRS") shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign or other Taxing authority and there are no open, pending or Threatened tax-related Proceedings, audits, examinations, assessments, asserted deficiencies or claims for additional Taxes with respect to the Company. Except as set forth on Schedule 6.5, there are no past or current revenue agents' reports or any other assertions of deficiencies or other Liabilities for Taxes (including any reports, statements, summaries and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties communications or assertions or claims of deficiencies or other taxes, fees, assessments Liabilities) with respect to the Company. There are no waivers or charges extensions of any kind whateverapplicable statutes of limitation for the assessment and collection of Taxes for which the Company may be liable that are in effect and no requests for such waivers are pending. The Company has not received any Tax rulings, together made any request for rulings, or entered into any closing agreements with any interest and Taxing authority. The Company is not required to make any penalties, additions to tax or additional amounts adjustments with respect theretoto a change in accounting method and no such adjustments have been proposed by the IRS or requested by the Company. The term “returns” means Company is not party to any Tax sharing or allocation agreement, nor is potentially required to indemnify any person with respect to Taxes. The Company is not party to any arrangement that is treated as a partnership for Tax purposes. Schedule 6.5 lists all states, territories and jurisdictions (whether foreign or domestic) in which the Company is required to file Tax Returns. No claim or inquiry has been made by any Taxing authority in a jurisdiction where the Company does not file Tax Returns that either is or may be subject to Tax in such jurisdiction. There are no liens for Taxes upon the assets of the Company, or with respect to the capital stock of the Company, except for liens for current Taxes not yet due and payable. No power of attorney related to Taxes has been granted by, or with respect to, the Company that will remain in force after the Closing Date. The Company is not and never has been a member of an "affiliated group" within the meaning of Section 1504(a)(1) of the Code, nor has it been required or elected to join in any consolidated, combined, unitary or Federal, state or local Tax filings. The Company is not a "collapsible corporation" under Section 341 of the Code, nor has it filed a consent with the IRS pursuant to Section 341(f) of the Code concerning collapsible corporations. The Company has not made any payment, is not obligated to make any payment, and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will be limited as to deductibility under Section 280G of the Code. The Company has disclosed on its Federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of Federal income Tax within the meaning of Section 6662 of the Code. The Company has no deferred income reportable for a period beginning after the Closing Date but that is attributable to a transaction (e.g., an installment sale) occurring in a period ending on or prior to the Closing Date. None of the presently outstanding debt of the Company is "corporate acquisition indebtedness" within the meaning of Section 279(b) of the Code. The Company has delivered to the Buyer true, correct and complete copies of all federal income Tax returns, declarations, audit and examination reports, if any, and statements of deficiencies, if any, filed by, assessed against or agreed to by the Company for any period ending in 1994, 1995, 1996, 1997 and other documents required to be filed in respect to taxes1998.

Taxes. Each Except as set forth in Section 4.9 of the Company and its Disclosure Schedule, each of the Company, the Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior and, to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each knowledge of the Company and its Subsidiaries Sellers, the Investments has paid all taxes (as hereinafter defined) shown as due on such returns that were timely filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, information returns and statements and other documents required to be filed by it (the"Returns") in respect of any Taxes and has paid all Taxes currently due and payable by it. Except as set forth in Section 4.9 of the Disclosure Schedule and to taxesthe knowledge of the Sellers with respect to Returns relating exclusively to the Investments, the Returns accurately and completely reflect the facts regarding the income, properties, operations and status of any entity required to be shown thereon, and no notice of any proposed deficiency, assessment or levy in respect of Taxes has been received by the Company, the Subsidiaries or, to the knowledge of the Sellers, the Investments. Except as set forth in Section 4.9 of the Disclosure Schedule, neither the Company, nor any of the Subsidiaries, nor, to the knowledge of the Sellers, any of the Investments is currently or, during the past three years, has been the subject of an audit or in receipt of a notice that it is being or will be audited by a relevant Taxing authority, or has agreed to any extension of time of any applicable statute of limitations period, and each of the Company, the Subsidiaries and, to the knowledge of the Sellers, the Investments has duly withheld from each payment from which such withholding is required by law, the amount of all Taxes required to be withheld therefrom and has paid the same (to the extent due) together with the employer's share of the same, if any, to the proper Tax receiving officers. Except as set forth in Section 4.9 of the Disclosure Schedule, the charges, accruals, and reserves for Taxes due, or accrued but not yet due, relating to the income, properties or operations of each of the Company, the Subsidiaries and, to the knowledge of the Sellers, the Investments for any period prior to or including the Closing Date as reflected on the books of each of the Company, the Subsidiaries and, to the knowledge of the Sellers, the Investments are adequate in all material respects to cover such Taxes, all Tax deficiencies which have been proposed or asserted against the Company, any Subsidiary or, to the knowledge of the Sellers, any Investment have been fully paid or finally settled, and no issue has been raised in any examination which, by application of similar principles, can be expected to result in the proposal or assertion of a Tax deficiency for any other year not so examined, neither the Company, nor any of the Subsidiaries, 14 nor, to the knowledge of the Sellers, any of the Investments has received any Tax incentive, abatement or other credit with respect to its assets, the Business it conducts, its employees or otherwise which contains provisions for the repayment of any Tax benefit, and each of the Company, the Subsidiaries and, to the knowledge of the Sellers, the Investments has incurred liabilities for Taxes only in the ordinary course of the Business. Neither the Company, nor any of the Subsidiaries, nor, to the knowledge of the Sellers, any of the Investments has ever conducted business in the United States, has ever had any assets, employees or shareholders located or resident in the United States, or has ever made any election with the United States Internal Revenue Service regarding Taxes in the United States.

Taxes. Each of The Company and its Subsidiaries have timely filed all Tax Returns (as defined below) required to be filed by them, and the Company and its Subsidiaries has filed have timely paid and discharged all returns Taxes (as hereinafter defineddefined below) due in connection with or with respect to the filing of such Tax Returns and have timely paid all other Taxes as are due, except such as are being contested in good faith by appropriate proceedings and with respect to which the Company is maintaining reserves adequate for their payment. To the best knowledge of the Company, the liability for Taxes set forth on each such Tax Return adequately reflects the Taxes required to be reflected on such Tax Return. For purposes of this Agreement, "Tax" or "Taxes" shall mean taxes, charges, fees levies, and other governmental assessments and impositions of any kind, payable to any federal, state, local or foreign governmental entity or taxing authority or agency, including, without limitation, (a) income, franchise, profits, gross receipts, estimated, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, workers compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, (b) customs duties, imposts, charges, levies or other similar assessments of any kind, and (c) interest, penalties and additions to tax imposed with respect thereto, and "Tax Returns" shall mean returns, reports, and information statements with respect to Taxes required to be filed with the United States Internal Revenue Service (the "IRS") or any other governmental entity or taxing authorities prior authority or agency, domestic or foreign, including, without limitation, consolidated, combined and unitary tax returns. Neither the IRS nor any other governmental entity or taxing authority or agency is now asserting, either through audits, administrative proceedings, court proceedings or otherwise, or, to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each best of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed Company's knowledge, threatening to assert against the Company or such respective Subsidiaryits Subsidiaries any deficiency or claim for additional Taxes. Neither the Company nor its Subsidiaries has granted any waiver of any statute of limitation with respect to, except or any extension of a period for the assessment of any such taxes tax. There are no tax liens on any assets of the Company or its Subsidiaries. Neither the Company nor its Subsidiaries has received a ruling or entered into an agreement with the IRS or any other governmental entity or taxing authority or agency that are currently being contested in good faith or as would not reasonably be expected to cause have a Material Adverse Change. The provisions for taxes payable, if any, shown Effect on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, taken as a whole, after the Effective Time. The accruals and (ii) no waivers of statutes of limitation with respect reserves for taxes reflected in the Company's Balance Sheet are adequate to the returns or collection of taxes have been given cover all Taxes accruable by or requested from the Company and its Subsidiaries on a consolidated basis through the date thereof (including Taxes being contested) in accordance with generally accepted accounting principles. Except as may be set forth in the Company Disclosure Schedule at Section 2.16, no agreements relating to allocating or sharing of Taxes exist between the Company and its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each Sellers have paid, or will be responsible for paying, all taxes assessed on or attributable to the income of the Company (which, for purposes of this Section 3.15 and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior Section 5.07 hereof, shall include any predecessor to the date hereof or has duly obtained extensions Company) (exclusive of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all California income taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with income of an "S" corporation) or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and Business for all periods to at or before the Closing. Each Seller has, and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from has caused the Company to, timely file or its Subsidiarieswill, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from will cause the Company or its Subsidiaries. The term “taxes” means to, timely file (including extensions) all federal, state, local, local and foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarationsstatements, reports, statements forms and other documents reports required to be filed in by them with respect to taxes (collectively, "Returns"). The Returns have accurately reflected all liability for taxes of the Sellers and the Company for the periods covered thereby. None of such Returns contain, or will contain, a disclosure statement under Section 6662 of the Code (or any predecessor statute) or any similar provision of Law. All taxes required to be withheld, collected or paid by the Company or either Seller on or prior to the date on which the Closing occurs have been timely withheld, collected and paid to the proper taxing authorities. A statement delivered by the Sellers to Purchaser on or before the Closing Date will set forth the estimated amounts to be included on the Closing Balance Sheet in order to reflect all taxes accrued prior to the date on which the Closing occurs without regard to any transaction on the Closing Date or after the Closing to the extent that such taxes are not reflected on the Company Financial Statements or the Interim Financial Statements. The Company has not received from any government authority any written notice of proposed adjustment, deficiency or underpayment of any taxes., which notice has not been satisfied by payment or been withdrawn, and there are no claims that have been asserted or threatened relating to such taxes against the Company. There are no agreements for the extension of time for the assessment of any taxes of the Company other than routine audit extensions granted in the ordinary course of business. No consent under Section 341(f) of the Code has been filed, or will be filed prior to the Closing, with respect to the Company, and the Company has not agreed, and will not agree, to have Code Section 341(f)(2) apply to any disposition of a subsection (f) assets (as such term is defined in Code Section 341(f)(4)) owned by the Company. The Company is not doing business in or engaged in a trade or business in any jurisdiction in which it has not filed any applicable income or franchise tax return. There are no proposed reassessments of any property owned by the Company or other proposals for assessment or reassessment of taxes by any governmental agency that could increase the amount of tax to which the Company would be subject. The Company has not ever been a member of any affiliated, consolidate, combined or unitary group with any company for tax purposes and has not filed a tax Return on a consolidated, combined or unitary basis with any company. No power of attorney has been granted by the Company with respect to any matter relating to any

Taxes. Each For the purposes of this Agreement, the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means shall include all taxes charges, withholdings, fees, levies, penalties, additions, interest or other assessments imposed by any United States federal, state or local authority or any other taxing authority on Royal Palm or RP Bank or any of their respective “Tax Affiliates” as to their respective income, profit, franchise, gross receipts, payroll, sales, employment, worker’s compensation, use, property, withholding, excise, occupancy, environmental and other taxes, duties or assessments of any nature, whatsoever. Royal Palm and RP Bank have filed or caused to be filed in a timely manner all material federal, state, localand local tax returns for which each of them is responsible for filing tax returns, foreign and any member of its consolidated, combined, unitary or similar group, including, without limitation, RP Bank (each such entity or member a “Tax Affiliate”). Such returns, reports and other net incomeinformation are true, gross incomecomplete and correct in all material respects. Royal Palm has delivered to Mercantile Sub correct and complete copies of its state and federal income tax returns filed for the periods ending December 31, gross receipts2003, salesDecember 31, use2004 and December 31, ad valorem2005. Royal Palm and RP Bank have paid or caused to be paid or have made adequate provision or set up an adequate accrual or reserve for the payment of, transferall taxes shown to be due in respect of the periods for which returns are due, franchiseand has established (or will establish at least quarterly) an adequate accrual or reserve for the payment of all taxes payable in respect of the period subsequent to the last of said periods required to be so accrued or reserved. Neither Royal Palm, profitsRP Bank nor any of its Tax Affiliates has any material liability for taxes in excess of the amount so paid or accruals or reserves so established. Neither Royal Palm, licenseRP Bank, leasenor any of its Tax Affiliates is delinquent in the payment of any material amount of tax in excess of the amount reserved or provided therefor, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other and no deficiencies for any taxes, fees, assessments or governmental charges in excess of the amount reserved or provided therefor have been threatened, claimed, proposed or assessed. No waiver or extension of time to assess any kind whatever, together with any interest and any penalties, additions to tax taxes has been given by Royal Palm or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed RP Bank or requested of them or remains in respect to taxeseffect on the date hereof.

Taxes. Each of (a) As used in this Agreement, the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to following terms shall have the date hereof or has duly obtained extensions of time for following meanings: the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” "Taxes" means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, sales use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, estimated, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whateverwhatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The ; and the term “returns” "Returns" means all returns, declarations, reports, statements and other documents required to be filed in respect of Taxes. All citations to taxes.the Code, or to the Treasury Regulations promulgated thereunder, shall include any amendments or any substitute or successor provisions thereto. (b) There have been properly completed and filed on a timely basis and in correct form all Returns required to be filed by the Company and any of its Subsidiaries. As of the time of filing, the Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status or other matters of the Company or such Subsidiary or any other information required to be shown thereon. An extension of time within which to file any Return which has not been filed has not been requested or granted. (c) With respect to all amounts in respect of Taxes imposed upon the Company and any of its Subsidiaries, or for which the Company or any of its Subsidiaries is or could be liable, whether to taxing authorities (as, for example, under law) or to other persons or entities (as, for example, under tax allocation agreements), with respect to all taxable periods or portions of periods ending on or before the Closing Date, all applicable tax laws and agreements have been fully complied with, and all amounts required to be paid by the Company or any of its Subsidiaries, to taxing authorities or others, on or before the Original Execution Date have been paid. A-11 12 (d) No issues have been raised (and are currently pending) by any taxing authority in connection with any of the Returns filed by the Company or any of its Subsidiaries. No waivers of statutes of limitation with respect to such Returns have been given by or requested from the Company or any of its Subsidiaries. The Company Disclosure Schedule sets forth (i) the taxable years of each of the Company and its Subsidiaries as to which the respective statutes of limitations with respect to Taxes have not expired, and (ii) with respect to such taxable years sets forth those years for which examinations have been completed, those years for which examinations are presently being conducted, those years for which examinations have not been initiated, and those years for which required Returns have not yet been filed. All deficiencies asserted or assessments made as a result of any examinations have been fully paid, or are fully reflected as a liability in the financial statements contained in the Company SEC Documents or are being contested in good faith and an adequate reserve therefor has been established and is fully reflected in the financial statements. (e) Neither the Company nor any of its Subsidiaries is a party to or bound by any tax indemnity, tax sharing or tax allocation agreement. (f) Neither the Company nor any of its Subsidiaries has agreed to make, and is not required to make, any adjustment under section 481(a) of the Code by reason of a change in accounting method or otherwise. (g) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. (h) The unpaid Taxes of the Company and its Subsidiaries do not exceed (and at the Effective Time will not exceed) the reserve for tax liability with respect to the Company and its Subsidiaries (excluding any reserve for deferred Taxes to the extent such reserve reflects timing differences between book and tax income) set forth or included in the latest consolidated financial statements included in the Company SEC Documents as adjusted in accordance with the past practices of the Company and its Subsidiaries for items of income, gain, loss, and expense arising and accruals and transactions occurring after the latest balance sheet date in such Company SEC Documents. (i) The transactions contemplated herein will not result in restorations into income of amounts deferred under the consolidated return regulations, such as those relating to intercompany transactions, excess loss accounts, and the like. (j) The transactions contemplated herein are not subject to any tax withholding provisions of law or regulations other than with respect to foreign shareholders. (k) No breach of any of the foregoing representations and warranties in this Section 3.13 shall be deemed to exist unless such breach would have a Company Material Adverse Effect. (l) To the knowledge of the Company there is no plan or intention on the part of the Company's stockholders to sell, exchange or otherwise dispose of a number of shares of Holdings Common Stock received by them for shares of Company Common Stock pursuant to the Merger, nor to enter into any puts, calls, straddles, spreads or similar transactions, that would reduce the Company's stockholders' ownership for U.S. federal income tax purposes of Holdings Common Stock to a number of shares having a value, as of the Effective Time, of less than 50 percent of the value of all of the formerly outstanding stock of the Company as of the same date. For purposes of this representation, shares of Company Common Stock surrendered by dissenters or exchange for case in lieu of fractional shares of Holdings Common Stock are treated as outstanding shares of Company Common Stock at the Effective Time. Moreover, shares of Company Common Stock and shares of Holdings Common Stock held by the Company's stockholders and otherwise sold, redeemed or disposed of prior to or subsequent to the Merger will be considered in making this representation. (m) At the Effective Time, the fair market value of the assets of the Company will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which such assets are subject. Section 3.14