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 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 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 The Company and its 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 (except where the failure to pay would not, individually or such respective Subsidiaryin the aggregate, except for any such taxes that are currently being contested in good faith or as 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 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 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 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 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 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 Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Change, 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 UnderwritersRegistration Statement and the Prospectus, (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. Each of Except as set forth in the Company SEC Filings, and its Subsidiaries has filed all returns (except as hereinafter defined) required to be filed with taxing authorities prior to would not, individually or in the date hereof or has duly obtained extensions of time for the filing thereofaggregate, except in any case in which the failure so to file would not reasonably be expected to cause a have an MMT Material Adverse Change. Each of Effect: (a) Parent has duly and timely filed all federal, state and foreign Tax Returns that it was required to file, with the Company appropriate Governmental Authority and its Subsidiaries has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon; (b) Parent has (i) duly and timely paid all taxes Taxes due and payable by it, (as hereinafter definedii) shown as due on such returns that were filed duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it and has paid duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required by applicable Laws to be remitted by it, and (iii) duly and timely collected all taxes imposed amounts on account of sales or assessed against transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable Laws to be collected by it and has duly and timely remitted to the Company or such respective Subsidiary, except for appropriate Governmental Authority any such taxes that are currently being contested in good faith or as would not reasonably amounts required by applicable Laws to be expected to cause a Material Adverse Change. The provisions remitted by it; (c) the charges, accruals and reserves for taxes payable, if any, shown Taxes reflected on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, referred to in Section 7.8 (whether or not disputeddue and whether or not shown on any Tax Return, and but excluding any provision for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing deferred income taxes) are, to the Underwritersknowledge of Parent, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted adequate under GAAP, as due from the Company or its Subsidiariesapplicable, and (ii) no waivers of statutes of limitation to cover Taxes with respect to Parent accruing through the returns date hereof; (d) there are no proceedings, investigations, audits, assessments, reassessments or collection claims now pending or, to the knowledge of taxes have Parent, threatened against Parent that propose to assess Taxes in addition to those reported in the Tax Returns of Parent; and (e) no waiver of any statutory limitation period with respect to Taxes has been given by to, or requested from the Company or its Subsidiaries. The term “taxes” means all federalby, 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 a taxing authority with respect thereto. The term “returns” means all returnsto Parent, declarations, reports, statements and other documents required to be filed which waiver remains in respect to taxeseffect.

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 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 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 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 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 expected, individually or in the aggregate, 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 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 each of 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 such returns, individually or in the aggregate, would not reasonably be expected to cause a Material Adverse Change. Each of the The Company and each of its Subsidiaries has have 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, as applicable, 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 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 the The Company and its Subsidiaries has have 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 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 (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, 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 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, 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 those that are currently being contested in good faith or as would not have or would not reasonably be expected to cause result, individually or in the aggregate, 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. 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 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 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 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 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 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 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 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 All applicable tax returns (as hereinafter defined) required to be filed by the Company and each of its subsidiaries have been prepared and filed in compliance with taxing authorities prior to the date hereof all applicable laws and were true, correct and complete in all material respects when filed, or has duly obtained if not yet filed have been granted extensions of time for the filing thereofdates which extensions have not expired, except and all taxes, assessments, fees and other governmental charges upon the Company, its subsidiaries, or upon any of their respective properties, income or franchises, required to be paid by the Company or its subsidiaries have been paid, or adequate reserves therefor have been set up if any of such taxes are being contested in good faith; or if any case in which of such tax returns have not been filed or if any such taxes have not been paid or so reserved for, the failure to so file or to file pay would not reasonably be expected to cause in the aggregate have a Material Adverse ChangeEffect. Each All amounts required to be withheld by the Company or any of its subsidiaries from employees for income, social security and other payroll taxes have been collected and withheld and have either been paid to the appropriate agency, set aside in accounts for such purpose or accrued and reserved upon the books and records of the Company or the appropriate subsidiary. There were no tax liens on any of the Company's or its subsidiaries' assets that arose in connection with the failure, or alleged failure, to pay any taxes except for liens for taxes not yet 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 payable. No taxing authority is asserting or assessed threatening to assert against the Company or such respective Subsidiary, except any of its subsidiaries any deficiency or claim for additional taxes and no tax return of Company or any such taxes that are of its subsidiaries is currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changeunder audit by any tax authority. The provisions provision for taxes payable, if any, shown on the financial statements filed Company Balance Sheet adequately reflects all tax liabilities in 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 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 taxesU.S. generally accepted accounting principles.

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 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 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 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 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 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 would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change, 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 The Company and its Subsidiaries has have 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 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, 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 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 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 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. (a) Each of the Company ▇▇▇▇▇ 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 and except as disclosed on Schedule 3.12, has duly paid all taxes shown as due thereon, including, without limitation, income, capital stock, gross receipts, net proceeds, ad valorem, value added, turnover, sales, use, real estate transfer, property, personal property (tangible and intangible), stamp, leasing, lease, user, excise, franchise, transfer, fuel, vehicle sales, excess profits, occupational and interest equalization, unitary, severance, withholding, social security, employment and other taxes, duties, assessments and charges (including, without limitation, the recapture of any tax items such as investment tax credits), together with taxing authorities prior all interest, penalties and additions imposed with respect to such amounts, which are due on or before the date hereof or has duly obtained extensions 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 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 collectively, "Taxes"). All such returns that were filed are accurate and has paid complete in all taxes imposed on material respects. There are no tax liens upon any property or assessed against the Company or such respective Subsidiaryassets of ▇▇▇▇▇ and its Subsidiaries, except liens for any such taxes that are currently being contested in good faith or as would Taxes not reasonably be expected to cause a Material Adverse Changeyet due and payable. 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 All Taxes (including interest and unpaid taxes, whether or not disputed, and penalties) applicable for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing prior to the UnderwritersClosing or other governmental charges upon ▇▇▇▇▇ and its Subsidiaries or their assets, income or revenues have been or will be paid (iif due) no or, if not currently payable, reserved against in accordance with GAAP. ▇▇▇▇▇ and its Subsidiaries have not executed any waivers of the statute of limitations on the right of the Internal Revenue Service (the "IRS") or any state or local taxing authority to assess additional Taxes or to contest the income or loss with respect to any tax return. The basis of any depreciable assets, and the methods used in determining allowable depreciation (including cost recovery), held by ▇▇▇▇▇ and its Subsidiaries, are substantially correct and in compliance with the Internal Revenue Code of 1986, as amended (the "Code"), and all regulations thereunder. (b) No issues have been raised (and that are currently pending) pending by any taxing authority in connection with any of the aforesaid tax returns or taxes asserted as due from reports. No issues have been raised in any examination by any taxing authority with respect to ▇▇▇▇▇ and its Subsidiaries which, by application of similar principles, reasonably could be expected to result in a material proposed deficiency for any other period not so examined. The items of income and deductions reflected on the Company federal income tax returns and comparable state and local returns filed by or on behalf of ▇▇▇▇▇ and its Subsidiaries for all taxable years (including the supporting schedules filed therewith), available copies of which have been supplied (or will be promptly supplied upon request) to Buyer, state accurately in all material respects the receipts and expenditures of ▇▇▇▇▇ and its Subsidiaries, and the same were derived from the books and records of ▇▇▇▇▇. (c) ▇▇▇▇▇ and its Subsidiaries have not entered into any joint venture, partnership, or other arrangement or contract which is treated as a partnership for federal income tax purposes. (d) None of ▇▇▇▇▇ or any of its Subsidiaries has ever been a "consenting corporation," within the meaning of Section 341(f)(l) of the Code, or comparable provisions of any state statutes, and none of the assets of ▇▇▇▇▇ and its Subsidiaries is subject to an election under Section 341(f) of the Code or comparable provisions of any state statutes. (e) No property of ▇▇▇▇▇ and its Subsidiaries is property which ▇▇▇▇▇ or Buyer is or will be required to treat as being owned by another person pursuant to the provisions of Section 168(f)(8) of the Code, as in effect prior to the Tax Reform Act of 1986. (f) No property of ▇▇▇▇▇ and its Subsidiaries is "tax exempt use property" as such term is defined in Section 168(h) of the Code. (g) None of the properties or assets of ▇▇▇▇▇ and its Subsidiaries is tax-exempt bond financed property within the meaning of Section 168(g)(5) of the Code. (h) None of ▇▇▇▇▇ nor any of its Subsidiaries nor any predecessor thereof is or has been, or has filed a tax return claiming that it is or has been, an Electing Small Business Corporation pursuant to the provisions of Subchapter S of the Code. (i) None of ▇▇▇▇▇ or its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was ▇▇▇▇▇) or (ii) no waivers has any liability for the Taxes of statutes any person (other than any of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or ▇▇▇▇▇ and its Subsidiaries) under Treas. The term “taxes” means all federal, Reg. ss. 1.1502-6 (or any provision of state, locallocal or foreign law), foreign and other net incomeas a transferor or successor, 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 by contract 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 taxesotherwise.

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 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 to the extent 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 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. 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 set forth in Section 3.16 of the Company MeriStar Disclosure Letter and its Subsidiaries except as 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 not had and would not reasonably be expected to cause have, individually or in the aggregate, a Material Adverse Change. Each Effect on MeriStar: (a) MeriStar and each MeriStar Subsidiary has timely filed in accordance with applicable law all returns, declarations, reports, forms, estimates, information returns and statements ("Tax Returns") required to be filed in respect of the Company and its Subsidiaries has paid all taxes any Taxes (as hereinafter defineddefined below) 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 to be expected supplied 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 SubsidiariesTaxes, and (ii) no waivers of statutes of limitation has paid or caused to be paid all Taxes required to be paid. All Tax Returns filed by MeriStar or any MeriStar Subsidiary with respect to Taxes were prepared in compliance with all applicable laws and regulations and were true, complete, and correct in all respects as of the returns date on which they were filed or collection as subsequently amended to the date hereof. Complete copies of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, and foreign Tax Returns of MeriStar and each MeriStar Subsidiary for each of the years ended 1999 and 1998 have heretofore been delivered or made available to ASC. Prior to the date hereof, MeriStar has provided to ASC copies of all revenue agents' reports and other written assertions of deficiencies or other liabilities for Taxes of MeriStar and each MeriStar Subsidiary with respect to past periods for which the applicable statute of limitations has not expired. As used in this Agreement, "Taxes" shall mean all taxes of any kind, charges, fees, customs, duties, imposts, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, gains, franchise, profits, inventory, net worth, capital stock, asset, sales, use, license, lease, service, service use, estimated withholding, payroll, transaction, capital, employment, social security, workers compensation, unemployment, 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 returnsamounts, declarations, reports, statements imposed by any taxing authority (domestic or foreign) and other documents required to be filed shall include any transferee liability in respect to taxesof 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 All federal, state, county, local, foreign, income, property, transfer, excise, sales, use, recording, payroll, withholding and other taxes and assessments of any kind, including interest and penalties (collectively, "Taxes"), which are due and payable by Lancit have been paid or adequate provision has been made for the Company and its Subsidiaries has filed all returns payment thereof. There are no Liens on Lancit or any Subsidiary or any of their respective assets in respect of Taxes, other than any Permitted Liens (as hereinafter definedsuch term is defined in Section 2.20). The liabilities for Taxes reflected on the Interim Balance Sheet represent adequate provision, in accordance with GAAP, for the payment of all accrued and unpaid Taxes for all periods ended on or prior to the Interim Balance Sheet Date, whether or not disputed and whether or not asserted prior to the date hereof. All returns and reports of any nature for Taxes ("Tax Returns") required to be filed with taxing authorities prior to the date hereof or by Lancit have been duly filed. All Taxes shown on such Tax Returns and on assessments received have been paid to the extent that such Taxes have become due. The Company has duly obtained extensions been furnished with access to true and complete copies of time all Tax Returns required to be filed by Lancit 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 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 three taxable years ending on or assessed before June 30, 1996. Except as set forth in Item 2.10 of the Disclosure Schedule, no claims have been asserted against the Company or such respective Subsidiary, except for any such taxes that Lancit which are currently being contested in good faith unresolved for Taxes, including interest or as would not reasonably be expected to cause a Material Adverse Changepenalties. The provisions for taxes payable, if any, shown on the financial statements filed with or as part federal income tax returns of the Registration Statement are sufficient Lancit have been closed by applicable statute for all accrued and unpaid taxes, whether or not disputed, and for all periods taxable years prior to and including the dates of such consolidated financial statementstaxable year ended June 30, 1994. Except as disclosed set forth in writing Item 2.10 of the Disclosure Schedule, none of the Tax Returns of Lancit has ever been audited, there has been no extension of any applicable statute of limitations and, to the Underwritersknowledge of Lancit, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any none of the returns Tax Returns of Lancit is currently under examination. Lancit has not waived any statute of limitations relating to the assessment or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers collection of statutes of limitation Taxes with respect to the returns any taxable year for any audits or collection of taxes years that are not closed. All Taxes or other assessments with respect to Taxes which Lancit is required by law to withhold or collect have been given duly withheld and collected and have been paid over to the proper governmental authorities or are properly held by Lancit for such payment. Neither Lancit nor any Subsidiary has made or requested from has any obligations to make a payment that is or will not be deductible under Section 280G of the Company Code. Neither Lancit nor any Subsidiary has filed a consent under Section 341(f) of the Code concerning collapsible corporations. Neither Lancit nor any Subsidiary 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. Neither Lancit nor any Subsidiary has (A) been a member of an affiliated group as defined under Section 1504 of the Code (other than an affiliated group of which the common parent was Lancit) and (B) any liability for Taxes of another Person (other than Lancit or its Subsidiariesanother Subsidiary) under Treas. The term “taxes” means all federal, Reg. Section 1. 1502-6 (or any similar provision of state, locallocal or foreign law), foreign and other net incomeas a transferee or successor, 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 by contract 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 taxesotherwise.

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior by the law of the jurisdictions where the Company and its Subsidiaries are incorporated or engage in business, or otherwise required to pay taxes and file returns, and all such returns are correct, and are not the subject of any dispute with the relevant revenue or other appropriate authorities except as may be being contested in good faith and by appropriate proceedings. None of the Company or any of its Subsidiaries has received notice of any tax deficiency with respect to the date hereof Company or has duly obtained extensions any 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 Changeits Subsidiaries. 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 To the Underwritersknowledge of the Company, (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 domestic, 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 with relevant taxing authorities 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 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, Subsidiaries 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 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 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 (a) Except for such matters as would not have, individually or in the Company aggregate, a Material Adverse Effect on FFC and its the FFC Subsidiaries, taken as a whole, (i) FFC and the FFC 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 authority with respect to Taxes (as defined below) 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 FFC and the FFC Subsidiaries, (ii) all 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 (1) 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 defined2) 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 hereof, no deficiency for any Tax has been asserted or as would assessed by a taxing authority against FFC or any of the FFC 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) FFC and the FFC 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 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 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 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 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 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 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 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 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 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 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 have or would not reasonably be expected to cause result, individually or in the aggregate, 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. 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) The Company and each of the Company and its Subsidiaries has filed paid or caused to be paid or reserved for, or adequate provision will be made therefore as of the Closing Date and disclosed to Parent within five (5) Business Days prior to the Effective Time, all returns federal, state, provincial local and foreign taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (as hereinafter definedtogether with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any government or taxing authority, including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, gross assets, property, sales, use, capital stock, payroll, employment, social security, worker's compensation, disability, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added or gains taxes; license, registration and documentation fees; and duties, tariffs and similar charges (collectively, "Taxes"), required to be paid by it whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to another's Tax liability. (b) Except as set forth in Section 5.11(b) of the Company Disclosure Schedule, the Company and each of the Company's Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) To the Company's knowledge, the Company and each of the Company Subsidiaries has in accordance with applicable law timely filed with taxing authorities prior to the date hereof or has duly obtained (taking into account any extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably before the date hereof) all reports, returns, declarations, statements or other information required to be expected supplied 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 Taxes (collectively, "Tax Returns"), and all such Tax Returns correctly and accurately set forth the amount of any Taxes relating to the applicable period. A complete and accurate list of all Tax Returns filed with respect to the Company and the Company Subsidiaries for taxable periods ended on or after May 31, 2000, is set forth in Section 5.11(c) of the Company Disclosure Schedule. The Company has delivered to Parent true, complete and accurate copies of all Tax Returns filed by the Company and any Company Subsidiary within the last 2 years, and of all examination reports and statements of deficiencies assessed against or agreed to by the Company or any Company Subsidiary with respect to such Tax Returns. (d) Except as set forth in Section 5.11(d) of the Company Disclosure Schedule, neither the Internal Revenue Service ("IRS") nor any other governmental authority is now asserting in writing or, to the knowledge of the Company, asserting or threatening to assert against the Company or any Company Subsidiary any deficiency or claim for additional Taxes. To the Company's knowledge, no claim has ever been made by an authority in a jurisdiction where the Company or a Company Subsidiary does not file reports and returns that the Company or such Company Subsidiary is or may be subject to taxation by that jurisdiction. There are no security interests on any of the returns assets of the Company and the Company Subsidiaries that arose in connection with any failure (or taxes asserted alleged failure) to pay any Taxes. (e) Except as due from set forth in Section 5.11(e) of the Company Disclosure Schedule, to the Company's knowledge there has not been any audit of any Tax Return filed by the Company or its Subsidiariesany Company Subsidiary, no audit of any Tax Return of the Company or any Company Subsidiary is in progress, and neither the Company nor any Company Subsidiary has been notified by any tax authority that any such audit is contemplated or pending. Except as set forth in Section 5.11(e) of the Company Disclosure Schedule, no extension of time with respect to any date on which a Tax Return was or is to be filed by the Company or any Company Subsidiary is in force, and no waiver or agreement by the Company or any Company Subsidiary is in force for the extension of time for the assessment or payment of any Taxes. (f) Except as set forth in Section 5.11(f) of the Company Disclosure Schedule, the most recent audited financial statements contained in the Company SEC Reports (i) reflect an adequate reserve for all Taxes payable by the Company and the Company Subsidiaries for all taxable periods and portions thereof through the date of such financial statements in accordance with GAAP, whether or not shown as being due on any Tax Returns and (ii) no waivers of statutes of limitation with respect to the returns Company's knowledge, the Taxes payable do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past practice of the Company and the Company Subsidiaries in filing their Tax Returns. Since the date of the most recent audited financial statements, neither the Company nor any Company Subsidiary has incurred any liability for Taxes arising from extraordinary gains or collection losses, as the term is used in GAAP, outside the ordinary course of taxes have been given by business consistent with past custom and practice. (g) Except as set forth in Section 5.11(g) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to any agreement providing for the allocation, indemnification or requested from sharing of Taxes with any person other than the Company or its the Company Subsidiaries. The term “taxes” means all Company has provided Parent with true, complete and accurate copies of any such agreements. There are no outstanding rulings or ruling requests with any taxing authority that would be binding on the Company. (h) To the Company's Knowledge, neither the Company nor any Company Subsidiary has ever been (or has ever had any liability for unpaid Taxes under Treasury Regulations Section 1.1502-6 (or comparable provisions of federal, state or local law) because it once was) a member of an "affiliated group" (as defined in Section 1504(a) of the Code), except for any group of which the Company and the Company Subsidiaries are the only members. (i) Except as set forth in Section 5.11(i) of the Company Disclosure Schedule, none of the Company and the Company Subsidiaries (i) has made any payments, is obligated to make any payments or is a party to any agreement that under certain circumstances (including the consummation of the Transactions) could give rise directly or indirectly to the payment of any amount, or obligate it to make any payments that, individually or considered collectively with such other agreements, will not be deductible under Section 280G or 162(m) of the Code (or any similar provision of state, locallocal or foreign law), foreign and other net income(ii) has filed a consent under Section 341(f) of the Code concerning collapsible corporations or (iii) was, gross incomeat any time during the period specified in Section 897(c)(1)(A)(ii) of the Code, 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 a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. (j) Neither the Company nor 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 Company Subsidiary will be required to be filed include any item of income in, or exclude any deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in respect method of accounting for a taxable period ending on or prior to taxesthe Closing Date; (ii) "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 Closing Date; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date.

Taxes. Each of the Company and its Subsidiaries The Sellers have paid (or, where payment is not yet due, 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 established an adequate accrual 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 definedpayment of) 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 municipal and other net local income, gross incomeprofits, gross receipts, franchise, sales, use, ad valorem, transfer, franchisetransfer gains, profitsoccupancy, licenseproperty, leasefuel, service, service useexcise, withholding, payroll, employment, exciseunemployment, severanceworker’s compensation, stampsocial security, occupation, premium, property, windfall profits, customsvalue added taxes, duties or and any and all other taxes, feesfees and assessments, assessments including interest and penalties or charges other payments, whether similar or dissimilar to the foregoing (herein referred to as “Taxes”) required to be paid for each and every Tax period or other interval of time up to and including, whether or not ending on, the date of this Agreement, and has duly filed or will duly file when due all tax reports and returns required in connection therewith to be filed by it. The Sellers have not received any notice of any kind whateverTax deficiency outstanding, together with proposed or assessed against them nor are there any interest and outstanding waivers or requests for waivers of the time to assess any penaltiesdeficiency for Taxes, additions to tax There are no threatened claims for deficiencies against the Sellers. No Seller is currently undergoing any Tax audits. Each Tax return or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents report which is required to be filed for any Tax period ending prior to or as of the date of this Agreement has been timely filed with the appropriate Governmental Authority and is true and correct in respect all material respects. There are no Liens for Taxes upon or pending or threatened against the Seller or the Purchased Assets. There are, and by reason of the consummation of the transactions contemplated hereby there will be, no Tax liabilities which will result in any transferee liability to taxesthe Purchaser or which will attach to the Purchased Assets; except that the Sellers make no Tax related representation regarding Purchaser and ▇▇▇▇▇▇▇▇ and the retention agreement amendment referenced in Section 11.9. The Sellers have maintained and have in their possession all records, supporting documents and exemption certificates required by applicable sales Tax statutes and regulations to be retained in connection with the collection and remittance of sales and use Taxes for all periods up to and including the Effective Date.

Taxes. Each For purposes of this Agreement, “Taxes” (including, with correlative meaning, the Company word “Tax”) shall include 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 federal, state, county, local, foreign and or other taxes, charges, levies or other assessments imposed by any Governmental or Regulatory Authority, including all net income, alternative minimum, gross income, gross receipts, sales, sales and use, ad valorem, transfer, franchisegains, profits, licenseexcise, leasefranchise, servicereal and personal property, service usegross receipt, withholdingcapital stock, business and occupation, disability, employment, payroll, employmentlicense, exciseestimated, stamp, mortgage or recording, custom duties, severance, stamp, occupation, premium, property, windfall profits, customs, duties withholding or other taxes, fees, assessments or charges of any kind whateverassessments, together with any interest and any penalties, penalties on or additions to tax or additional amounts any such taxes. “Tax Returns” (including, with respect thereto. The term correlative meaning, “returns” means all Tax Return”) shall mean federal, state, local and foreign returns, declarations, reports, statements and other documents required to be filed with any Governmental or Regulatory Authority relating to Taxes. In addition: (a) The Company and each of its Subsidiaries have filed all Tax Returns required to be filed by it, or requests for extensions to file such Tax Returns have been timely filed or granted and have not expired, and all such Tax Returns are complete and accurate in all material respects; (b) The Company and each of its Subsidiaries have timely paid all Taxes shown as due on the Tax Returns referred to in Section 3.12(a); (c) The Company and each of its Subsidiaries have withheld and timely paid to the applicable Governmental or Regulatory Authority with respect to taxestheir employees all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld, except to the extent that failures to withhold and pay would not be reasonably expected to have a Material Adverse Effect on the Company; (d) Neither the Company nor any of its Subsidiaries have any liability for any unpaid Taxes as of the date of the most recent Company Financial Statements which has not been accrued for, or reserved on, the such financial statements; (e) No requests for waivers of the time to assess any Taxes against the Company or any of its Subsidiaries have been granted or are pending; (f) No audits or other proceedings by any Governmental or Regulatory Authority are presently pending or, to the knowledge of the Company, threatened with regard to any Taxes or Tax Returns of the Company or its Subsidiaries; (g) The Company has made available to Parent complete and accurate copies of all material Tax Returns for all years for which the applicable statute of limitations has not expired, and any amendments thereto, filed by or on behalf of the Company or its Subsidiaries; (h) There are no material Liens for Taxes upon the assets of the Company or its Subsidiaries, other than Liens for current Taxes not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings; (i) Neither the Company nor any of its Subsidiaries is or 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; (j) For each taxable period during which the Company elected to be taxed as a “real estate investment trust” (a “REIT”) under the Code: (i) the Company and each of its Subsidiaries was in compliance with each of the requirements to qualify as a REIT under the Code; (ii) the Internal Revenue Service did not at any time revoke the REIT status of the Company and (iii) the Company did not terminate its election to be taxed as REIT for any taxable period beginning prior to January 1, 2003; and (k) None of the Company nor any Subsidiary has engaged in any transactions that is the same as, or substantially similar to, transactions which is a “reportable transaction” for purposes of § 1.6011-4(b) (including without limitation any transaction which the IRS has determined to be a “listed transaction” for purposes of § 1.6011-4(b)(2)).

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 (a) The Company and each of the Subsidiaries has paid all federal, state and local taxes (including, but not limited to, income, profits, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital, transfer, withholding, employment, unemployment compensation, payroll and property taxes) and other governmental charges and assessments, including any deficiencies, interest, additions to tax or interest and penalties with respect thereto which relate to or affect the Business (collectively "Taxes" or, individually, a "Tax") and which are required to be paid by it through the date hereof, and shall timely pay any Taxes required to be paid by it on or prior to the Closing Date for periods ending on or before the Closing Date. The provisions for Taxes (as opposed to any reserve for deferred taxes established to reflect timing differences between book and tax income), including federal, state and local income taxes on the Interim Balance Sheet are sufficient for the payment of all Taxes due with respect to the conduct of the Business of the Company and its the Subsidiaries and the effect of the consummation of the Related Transactions at the Closing up to and through the date of the Interim Balance Sheet and the Closing Date, but excluding the effects of any transaction that occurs on the Closing Date after the Closing contemplated by this Agreement and the closing of the Related Transactions have occurred (for purposes of eliminating doubt, the transactions the effects of which shall be excluded pursuant to the immediately preceding phrase beginning with the word "but" include Buyer's liquidation of any companies by merger or otherwise upon or after the Closing under this Agreement, the effects of any such liquidation being solely the responsibility of Buyer notwithstanding any provision of this Agreement that might be construed to the contrary). (b) The Company and each of the Subsidiaries has timely filed all tax returns (as hereinafter defined) required to be filed by them through the date hereof, and the Company shall prepare and timely file, in a manner consistent with taxing authorities prior years and applicable law, all tax returns required to be filed on or before the Closing Date. (c) Except as set forth in Schedule 3.20, no penalties or other charges are or will become due with respect to the late filing of any tax return of the Company or any Subsidiary required to be filed for any period ending on or before the Closing Date. (d) With respect to all tax returns of the Company and the Subsidiaries, except as set forth on Schedule 3.20, to the Company's Knowledge, no audit is in progress, and no extension of time is in force with respect to any date hereof on which any such return for Taxes was or has duly obtained extensions is to be filed and no waiver or agreement is in force for the extension of time for the filing thereof, except in assessment or payment of 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 SubsidiariesTax, and (ii) no waivers copies of statutes of limitation with respect such returns supplied to Buyer in the returns or collection of taxes have been given data room (i.e. for the tax years 1999, 1998, 1997 and 1996) are true and correct in all material respects). (e) Except as set forth on Schedule 3.20, neither the Company nor any Subsidiary is a party to, nor is bound by or requested from has any obligation under any tax sharing, tax indemnification or similar agreement. (f) Neither the Company nor any of the Subsidiaries currently has a permanent establishment in any foreign country or its Subsidiariesengages or has previously engaged in a trade or business in any foreign country. The term “taxes” means all federal, state, local, Neither the Company nor any of the Subsidiaries is a 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 person within the meaning 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 taxesCode Section 1445.

Taxes. (a) Each of the Company and each of its Subsidiaries has filed timely filed, or has caused to be timely filed, with the appropriate Governmental Entity all returns (as hereinafter defined) Tax Returns that it was required to be filed file, and all such Tax Returns were correct and complete in all material respects. The Company and each of its Subsidiaries have paid on a timely basis all Taxes due with taxing authorities prior respect to the Tax periods covered by such Tax Returns and all other Taxes otherwise due. The Company Balance Sheet reflects an adequate reserve for all Taxes payable by the Company and its Subsidiaries for all Tax periods and portions thereof through the date hereof of such Balance Sheet. All liabilities for Taxes that arose since the date of the Company Balance Sheet arose in the ordinary course of business. All Taxes that the Company or has any of its Subsidiaries is or was required by law to withhold or collect have been duly obtained extensions of time for withheld or collected and, to the filing thereofextent required, have been paid to the proper Governmental Entity, except in for any case in such Taxes with respect to which the failure so to file withhold, collect or pay have not had and would not reasonably be expected to cause have a Company Material Adverse ChangeEffect. Each For purposes 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, this Agreement: (i) no issues have been raised “Tax” or “Taxes” shall mean (and are currently pendinga) 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, locallocal or foreign taxes, foreign and charges, fees, imposts, levies or other assessments, including all net income, gross incomereceipts, gross receiptscapital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, lease, service, service use, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, premiumproperty and estimated taxes, property, windfall profits, customs, duties or other taxescustoms duties, fees, assessments or and charges of any kind whateverwhatsoever, together with any interest and any (b) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection with respect thereto. The term any item described in clauses (a) or (b), and (ii) “returnsTax Returns” means all returnsshall mean any return, declarationsreport, reportsclaim for refund, statements and estimate, information return or statement, Tax election or other documents similar document relating to or required to be filed in with any Governmental Entity with respect to taxesTaxes, including any schedule or attachment thereto, and including any amendment thereof.

Taxes. Each of the Company and its Subsidiaries (a) Seller has duly 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 tax returns, notices, and reports (including, but not limited to, income, gross income, gross receiptsproperty, sales, use, ad valoremfranchise, transfercapital, stock, excise, added value, employees' income withholding, social security and unemployment tax returns) heretofore due; and to Seller's best knowledge all such returns, notices, and reports are correct, accurate, and complete. (b) All deposits required to be made by Seller with respect to any tax (including but not limited to, estimated income, franchise, profitssales, license, lease, service, service use, withholdingand employee withholding taxes) have been duly made. (c) All taxes, payrollassessments, employmentfees, excisepenalties, severanceinterest and other governmental charges which have become due and payable have been paid in full by Seller or adequately reserved against on its books of account and the amounts reflected on such books are to the best belief and knowledge of Seller sufficient for the payment of all unpaid federal, stampstate, occupationlocal, premiumforeign, property, windfall profits, customs, duties or and other taxes, fees, assessments or charges of any kind whateverand assessments, together with any and all interest and any penalties, additions to tax or additional amounts penalties thereon with respect to the periods then ended and or all periods prior thereto. Seller hereby agrees to indemnify and hold harmless Buyer from and against any and all liability, claims, or causes of action for any unpaid taxes, or other assessments due and owing to any federal, state, or local governmental entity arising out of the business of Seller prior to the closing date. (d) Buyer shall pay any and all Sales, Use, and Transfer Taxes, if any, arising out of the assets which are the subject of this sale. (e) Seller shall pay any and all personal property taxes for prior years attributable to the property being transferred hereby prior to closing. (f) The term “returns” means all returnsparties shall pro rate at Closing anticipated personal property taxes as of the date of Closing based upon last year's tax renditions, declarations, reports, statements and other documents required to personal property tax bills and rent and will be filed in respect to taxesdeducted from Seller at closing.

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 such returns, individually or in the aggregate, 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 (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 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 consolidated 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 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 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 (a) Except as set forth on Section 3.7(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has filed all Tax Returns that it was required to file, and all such Tax Returns were correct and complete in all material respects. The Company and each of its Subsidiaries has paid on a timely basis all Taxes due (whether or not shown on any Tax Return). The unpaid Taxes of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to for Tax periods through 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 Balance Sheet do not exceed the accruals and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due reserves for Taxes set forth on such returns the Company Balance Sheet exclusive of any accruals and reserves for “deferred taxes” or similar items that were filed reflect timing differences between Tax and has paid all taxes imposed on or assessed against financial accounting principles. All Taxes that the Company or such respective Subsidiaryany of its Subsidiaries is or was required by law to withhold or collect have been duly withheld or collected and, 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 Underwritersextent required, have been paid to the proper Governmental Entity. For purposes of this Agreement, (i) no issues have been raised “Taxes” means all taxes, charges, fees, levies or other similar assessments or liabilities, including income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, services, transfer, withholding, employment, payroll and franchise taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or any other political subdivision of the United States of America or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof and (and are currently pendingii) by any “Tax Returns” means all reports, returns, declarations, statements or other information required to be supplied to a 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 taxesTaxes.

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) Except as set forth on Schedule 2.11, (i) the Company and its Subsidiaries has timely filed in accordance with all returns applicable Laws (taking into account valid extensions) all 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 thereofby it, except and all such Tax Returns are true, correct 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 the Company and its Subsidiaries has paid all taxes material respects, (ii) all Taxes (as hereinafter defined) shown as which are due on such returns that were filed and has paid payable by the Company, including any Taxes levied upon any of its properties, assets, income or franchises, have been timely paid, (iii) all taxes imposed on amounts required to be collected or assessed against withheld by the Company have been collected or withheld and any such respective Subsidiaryamounts that are required to be remitted to any taxing authority have been duly and timely remitted by the Company, (iv) no examination, claim, assessment, deficiency or other Litigation is pending or, to the Company's knowledge, threatened, with regard to any Taxes or Tax Returns of the Company and (v) the Company is not (nor has it ever been) a party to or bound by any Tax sharing or Tax allocation or similar Contract. (b) Schedule 2.11 sets forth the method of accounting used by the Company for federal, state, local and foreign Tax purposes, and such method has been used by the Company at all times since the date of its organization, except for as set forth in Schedule 2.11. (c) For purposes of this Agreement, "Tax" or "Taxes" means 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 assessment, duties, fees, levies, imposts, deductions, or not disputedwithholdings, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, license, payroll, transaction, capital, net worth and franchise taxes, estimated taxes, withholding, employment, social security, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes, or other governmental charges of any nature whatsoever, imposed by any taxing authority of any government or country or political subdivision of any country, and any liabilities with respect thereto, including any penalties, additions to tax, fines or interest thereon and includes any liability for all periods Taxes of another person by Contract, as a transferee or successor, under Treasury Regulation 1.1502-6 or analogous state, local or foreign law provision or otherwise, and "Tax Return" means any report, return, statement, estimate, declaration, notice, form or other information required to and including the dates of such consolidated financial statements. Except as disclosed in writing be supplied to the Underwriters, (i) no issues have been raised (and are currently pending) by any a 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 taxesTaxes.

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 as set forth on Schedule 4.12, to the knowledge of Pivot (i) there has been duly filed by or on behalf of Pivot and each of its subsidiaries (and each of their respective predecessors, if any), or filing extensions from the Company appropriate Federal, state, foreign and its Subsidiaries has filed local governmental and quasi- governmental entities or agencies have been obtained with respect to, all material Federal, state, foreign and local tax returns (as hereinafter defined) and reports required to be filed with taxing authorities on or prior to the date hereof or has duly obtained extensions of time for the filing thereofhereof, 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 payment in full or adequate provision for the payment of statutes all taxes required to be paid in respect of limitation the periods covered by such tax returns and reports has been made (except in respect of state, local and foreign taxes which are in the aggregate immaterial in amount) and (iii) a reserve which Pivot reasonably believes to be adequate has been set up for the payment of all such taxes anticipated to be payable in respect of periods through the date hereof. To Pivot's knowledge, none of the Federal income tax returns required to be filed by or on behalf of Pivot are currently under examination by the Internal Revenue Service ("IRS"). There have not been any deficiencies or assessments asserted in writing by the IRS with respect to any such returns. For the returns or collection purpose of taxes have been given by or requested from this Agreement, the Company or its Subsidiaries. The term “"tax" (including, with correlative meaning, the terms "taxes” means " and "taxable") shall include all federalFederal, state, local, local and foreign and other net income, gross incomeprofits, franchise, gross receipts, payroll, sales, employment, use, ad valorem, transfer, franchise, profits, license, lease, service, service useproperty, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customsexcise and other taxes, duties or other taxes, fees, assessments or charges of any kind whatevernature whatsoever, together with any interest all interest, penalties and any penalties, additions to tax or additional amounts imposed with respect theretoto such amounts. The term “returns” means all returnsWithout limiting the above portion of this representation, declarations, reports, statements Pivot has not made any payments and other documents is not required to be filed pay sales and use taxes in respect to any jurisdiction and it has not received any claim or notice, and Pivot does not have any knowledge that it has not paid all required sales and use 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 Except as set forth on Schedule 3.16, the Company and its Subsidiaries Partnership has timely filed all returns (as hereinafter defined) federal, state and local Tax Returns required to be filed with taxing authorities prior by it (all of which are true, correct and complete in all material respects) and has duly paid or made provision for the payment of all Taxes (including any interest or penalties and amounts due state unemployment authorities) which are owed by it (whether or not shown on any Tax Return) to the date hereof appropriate tax authorities. Except as set forth on Schedule 3.16, the Partnership is not the beneficiary of any extension of time within which to file a Tax Return. Except as set forth on Schedule 3.16, no deficiencies for any of such Taxes have been asserted or has duly obtained extensions to the knowledge of any Seller, threatened, and no audit or other administrative proceedings or court proceedings with respect to Taxes is currently pending or under way or to the knowledge of any Seller, threatened. Except as set forth on Schedule 3.16, there are no outstanding agreements by the Partnership for the extension of time for the filing thereof, except in assessment of any case in which the failure so to file would not reasonably be expected to cause a Material Adverse ChangeTaxes. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due There are no tax liens 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 assets of the Partnership and no basis exists for the imposition of any such liens. No claim has ever been made by an authority in a jurisdiction where the Partnership does not file Tax Returns that it is or taxes asserted may be subject to taxation by that jurisdiction. There is no dispute or claim concerning any Tax liability of the Partnership either (a) claimed or raised by a tax authority in writing or (b) as due from to which any of the Company directors and officers of the Partnership, as applicable, has knowledge. As used herein, “Tax” 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 “taxesTaxes” means all any federal, state, local, 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, occupation, premium, property, windfall profits, customsenvironmental (including taxes under Code § 59A), duties customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other taxes, fees, assessments or charges tax of any kind whateverwhatsoever, together with whether computed on a separate or consolidated, unitary or combined basis or in any interest other manner, relating to the assets of the Partnership, the Hospital or the operation of the Hospital, including any interest, penalty or addition thereto, whether disputed or not and including any penalties, additions obligation to tax indemnify or additional amounts with respect theretootherwise assume or succeed to the Tax liability of any other person. The term “returnsTax Return” means all returnsany return, declarationsdeclaration, reportsreport, statements claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and other documents required to be filed in respect to taxesincluding any amendment thereof.

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 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 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 (i) 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 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 subsidiaries has paid all 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 Subsidiarysubsidiaries, except for any such taxes those that are currently being may be 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 UnderwritersUnderwriters and to the knowledge of the Company, (iA) no material issues have been raised (and or 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 (iiB) 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 with relevant taxing authorities in respect to taxes. (ii) Except as disclosed in the Registration Statement, the Disclosure Materials, and the Prospectus, no transaction, stamp, capital or other issuance, registration, transfer or withholding taxes or duties are payable in the Cayman Islands or Canada to any Cayman Islands or Canadian taxing authority in connection with (A) the issuance, sale and delivery of the Securities to or for the account of the purchasers, and (B) the purchase from the Company and the sale and delivery of the Securities to purchasers thereof.

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 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 expected, individually or in the aggregate, 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 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 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 The Corporation and its Subsidiaries has each Subsidiary have filed all returns (as hereinafter defined) required Tax Returns and paid all Taxes shown thereon 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 payabledue, if any, shown that are required to have been filed on or before the Closing with appropriate federal, state, foreign, county and local governmental agencies or instrumentalities, except where the failure to do so would not have a material adverse effect upon the business of the Corporation or any Subsidiary. As of the date hereof, there are not pending or, to the best knowledge of the Corporation threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters. There are not, to the best knowledge of the Corporation, any unresolved questions or claims concerning the Corporation's Tax liability that are reasonably likely to have a material adverse effect on the financial statements filed with or as part business of the Registration Statement are sufficient for all accrued and unpaid taxesCorporation. Neither the Corporation nor any Subsidiary has any liability with respect to any income, whether payroll, withholding, franchise or not disputed, and for all periods to and including the dates of such consolidated financial statementssimilar Taxes. Except as disclosed As used in writing to the Underwritersthis Agreement, (i) no issues have been raised the term "Tax" (including, with correlative meaning, the terms "Taxes" and are currently pending"Taxable") by includes all federal, state and local income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any taxing authority nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in connection with any respect of the returns or taxes asserted as due from the Company or its Subsidiariessuch penalties and additions, and (ii) no waivers of statutes of limitation with respect to the term "Tax Return" includes all 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 returnsreports (including elections, declarations, reportsdisclosures, statements schedules, estimates and other documents information returns) required to be filed in respect supplied to taxesa Tax authority relating to Taxes.

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 (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 (a) The Company and each of its Subsidiaries has filed all Tax Returns that it was required to file, and all such Tax Returns were correct and complete except for any errors or omissions that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. The Company and each of its Subsidiaries has paid on a timely basis all Taxes that are shown to be due on any such Tax Returns. The unpaid Taxes of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to for Tax periods through 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 Balance Sheet do not exceed the accruals and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due reserves for Taxes set forth on such returns the Company Balance Sheet exclusive of any accruals and reserves for “deferred taxes” or similar items that were filed reflect timing differences between Tax and has paid all taxes imposed on or assessed against financial accounting principles. All Taxes that the Company or such respective Subsidiaryany of its Subsidiaries is or was required by law to withhold or collect have been duly withheld or collected and, 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 Underwritersextent required, have been paid to the proper Governmental Entity. For purposes of this Agreement, (i) no issues have been raised “Taxes” means all taxes, charges, fees, levies or other similar assessments or liabilities, including income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, services, transfer, withholding, employment, payroll and franchise taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof and (and are currently pendingii) by any “Tax Returns” means all reports, returns, declarations, statements or other information required to be supplied to a 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 taxesTaxes.

Taxes. Each (a) The Company and each of its Subsidiaries has filed all Tax Returns (as defined below) that it was required to file, and all such Tax Returns were correct and complete except for any errors or omissions which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The Company and each of its Subsidiaries has paid on a timely basis all Taxes (as defined below) that are shown to be due on any such Tax Returns. The unpaid Taxes of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to for Tax periods through 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 Balance Sheet do not exceed the accruals and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due reserves for Taxes set forth on such returns the Company Balance Sheet exclusive of any accruals and reserves for "deferred taxes" or similar items that were filed reflect timing differences between Tax and has paid all taxes imposed on or assessed against financial accounting principles. All Taxes that the Company or such respective Subsidiaryany of its Subsidiaries is or was required by law to withhold or collect have been duly withheld or collected and, 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 Underwritersextent required, have been paid to the proper Governmental Entity. For purposes of this Agreement, (i) no issues have been raised "Taxes" means all taxes, charges, fees, levies or other similar assessments or liabilities, including income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, services, transfer, withholding, employment, payroll and franchise taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof and (and are currently pendingii) by any "Tax Returns" means all reports, returns, declarations, statements or other information required to be supplied to a 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 taxesTaxes.

Taxes. Each of (i) Except as set forth in the Company and its Subsidiaries Disclosure Schedule, the company has timely filed (or caused to be filed) all tax returns (as hereinafter defined"RETURNS") required to be filed with taxing authorities prior by it. All taxes required 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 disputedshown on any Return) in respect of the periods covered by such Returns ("RETURN PERIODS") have been paid or fully accrued up until Closing Date. The company has not requested or been granted any extension of time to file any Return. The Vendors have made available to XFM true and correct copies of all Returns, and all material correspondence with any taxing authority. (ii) No deficiencies or adjustments for all periods any tax of the company has been claimed, proposed or assessed or threatened in writing and not paid. There is currently no claim outstanding by an authority in a jurisdiction where the company does not file Returns that the company is or may be subject to and including the dates of such consolidated financial statementstaxation by that jurisdiction. Except as disclosed set forth in writing the Disclosure Schedule, the company is not subject to the Underwritersany pending or threatened tax audit or examination. The company has not entered into any agreements, (i) no issues have been raised (and are currently pending) by any taxing authority waivers or other arrangements in connection with any respect of the returns statute of limitations in respect of its taxes or taxes asserted as due from Returns. (iii) For the Company or its Subsidiariespurposes of this Agreement, the terms "tax" and "taxes" shall include all taxes, assessments, duties, tariffs, registration fees, and (ii) no waivers of statutes of limitation with respect to other governmental charges in the returns or collection nature of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means including, all federal, state, local, foreign and other net income, gross incomefranchise, gross receiptsproperty, production, sales, use, ad valorem, transfer, franchise, profitspayroll, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customsvalue added, duties or severance, withholding, excise, gross receipts and other taxes, feesas well as any interest, assessments additions or charges of any kind whatever, together with penalties relating thereto and any interest and any in respect of such additions or penalties, additions to tax or additional amounts with respect thereto. (iv) There are no liens for taxes upon the assets of the company except for taxes that are not yet payable. The term “returns” means company has withheld all returns, declarations, reports, statements and other documents taxes required to be filed withheld in respect of wages, salaries and other payments to taxesall employees, officers and directors and any taxes required to be withheld from any other person and has timely paid all such amounts withheld to the proper taxing authority.

Taxes. Each of the Company and its Subsidiaries subsidiaries has (a) filed all foreign, federal, state and local 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 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 defineddefined below) 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 as currently being contested in good faith and for which appropriate reserves have been established on the books and records of the Company or as would not reasonably be expected any of its subsidiaries to cause a Material Adverse Changethe extent required by GAAP. 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 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 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 Subsidiariesexcept as would not have a Material Adverse Effect on the Company. 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. (a) Each of the Company and its Subsidiaries has timely filed all returns (as hereinafter defined) Tax Returns that it was required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereoffile (taking into account applicable extensions), except and all such Tax Returns were 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 (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on a timely basis 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 and fully reserved for all accrued and unpaid taxes, Taxes that were due (whether or not disputedshown) on any such Tax Returns. The unpaid Taxes of the Company and its Subsidiaries for Tax periods through the date of the Company Balance Sheet do not exceed the accruals and reserves for Taxes set forth on the Company Balance Sheet exclusive of any accruals or reserves for "deferred taxes" or similar items that reflect timing differences between Tax and financial accounting principles. All Taxes attributable to periods commencing after the date of the Company Balance Sheet have arisen in the Ordinary Course of Business and are consistent with regard to type and amount with Taxes incurred in comparable historical periods. All Taxes that the Company or any of its Subsidiaries is or was required by law to withhold or collect have been duly withheld or collected and, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwritersextent required, have been paid to the proper Governmental Entity. For purposes of this Agreement, (i) no issues have been raised "Taxes" means all taxes, charges, fees, levies or other similar assessments or liabilities, including without limitation income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, services, transfer, withholding, employment, payroll and franchise taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof and (and are currently pendingii) by any "Tax Returns" means all reports, returns, declarations, statements or other information required to be supplied to a 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 taxesTaxes.

Taxes. Each of the The Company and each of its Subsidiaries has have filed all federal, state, local and foreign tax returns (as hereinafter defined) which have been required to be filed with taxing authorities prior and paid all taxes shown thereon through the date hereof, to the date hereof or has duly obtained extensions of time for the filing thereofextent that such taxes have become due and are not being contested in good faith, except in any case in which where the failure to so to file or pay would not reasonably be expected to cause have 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 ChangeEffect. 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 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 otherwise disclosed in writing or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely 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 any of its SubsidiariesSubsidiaries which has had, and (ii) or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no waivers knowledge of statutes any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would reasonably be expected to have a Material Adverse Effect. There are no tax liens against the assets, properties or business of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or any of 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 (a) Seller has filed or will file all returns, ----- declarations and reports and all information returns and statements (as hereinafter definedcollectively, "Returns") required to be filed or sent by or on behalf of OrthoNet with taxing authorities respect to all foreign, federal, state, county, local and other taxes of every kind, including income, gross receipts, excise, franchise, property, value added, import duties, employment, transfer, payroll, sales and use taxes and any additions to tax and any interest or penalties thereon (collectively, "Taxes") for any period ending before the Closing Date. As of the time of filing, the Returns accurately and correctly reflected, and Returns not yet filed as of the date hereof will accurately and correctly reflect, the income, business, assets, operations, activities and status of OrthoNet and any other information required to be shown thereon. OrthoNet has timely paid all Taxes required to be paid 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 and will timely pay all Taxes that will 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 and payable on such returns that were its Returns required to be filed and has paid all taxes imposed on or assessed against sent after 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 Changedate hereof. The provisions for taxes payableSeller agrees to pay, and indemnify VOR from, any Taxes relating in any way to the period prior to the Closing Date; provided, however, that VOR will pay any Taxes, if any, shown on relating to the financial statements filed with or as part recognition after the Closing Date of the Registration Statement are sufficient for all accrued and unpaid taxesAdditional Reserves as income; provided, whether or however, that VOR shall not disputedbe responsible for, and for all periods to Seller shall pay any related interest and including the dates of such consolidated financial statements. Except as disclosed in writing penalties which accrue prior to the Underwritersdate that Vivra determines that the Additional Reserves are not owed to physicians, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any physical therapists, other service providers or payors. VIVRA will recognize as income that portion of the returns Additional Reserves if and when it determines that such amounts are not owed to physicians, physical therapists, other service providers or taxes asserted as due from the Company payors. (b) At all times since January 1, 1992, OrthoNet has filed all notices, tax returns, documents or its Subsidiariesother forms, met all eligibility requirements, and taken all other actions as is, or was, necessary to validly elect and maintain "S Corporation" status under Section 1361 of the Internal Revenue Code of 1986, as amended (ii) no waivers the "Code"). OrthoNet did not have any operations or income prior to December 31, 1991. The State of statutes Florida does not tax the net income of limitation with respect S Corporations. At all times prior to the date hereof, OrthoNet has used the accrual method of accounting for income tax purposes. During the past two years OrthoNet has not made, and as a result of the transactions contemplated by this Agreement, it will not be necessary or appropriate for OrthoNet to make, any adjustments pursuant to Section 481 of the Code. (c) As soon as practicable after the close of OrthoNet's tax year, Seller and its accountants shall prepare the federal and state S corporation income tax returns or collection of taxes have been given by or requested from for OrthoNet for 1995 and 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 period to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed date in respect to taxes.1996 (the "Final Tax Returns"

Taxes. Each Except as disclosed in the Registration Statement, the Pricing Disclosure Package or 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 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 are, to the best of the Company’s knowledge and belief, 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 each of its Subsidiaries has (i) have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) 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 by any of time for the filing thereof, except them and all such filed Tax Returns are complete and accurate 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 all material respects; (ii) have paid all taxes Taxes (as hereinafter defineddefined below) that are shown as due on such returns filed Tax Returns or that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiaryany of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party, except for any such taxes that are currently being with respect to matters contested in good faith faith; and (iii) have not waived any statute of limitations with respect to Taxes or as would agreed to any extension of time with respect to a Tax assessment or deficiency. As of the date hereof, there are not pending or, to the knowledge of the executive officers of the Company threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters. There are not, to the knowledge of the executive officers of the Company, any unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability that are reasonably be expected likely 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 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 As used in writing to the Underwritersthis Agreement, (i) no issues have been raised the term “Tax” (including, with correlative meaning, the terms “Taxes” and are currently pending“Taxable”) by includes all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any taxing authority nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in connection with any respect of the returns or taxes asserted as due from the Company or its Subsidiariessuch penalties and additions, 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 “taxesTax Return” means includes all federal, state, local, foreign returns 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 returnsreports (including elections, declarations, reportsdisclosures, statements schedules, estimates and other documents information returns) required to be filed in respect supplied to taxesa Tax authority relating to Taxes.

Taxes. Each Except as set forth on Part 6 of the Company Schedule in alphabetical order corresponding to the following subsections: (a) The Corporation and its Subsidiaries has have duly filed all returns required federal, state, local and other tax returns, notices and reports (as hereinafter definedincluding, without limitation, income, property, sales, use, franchise, capital stock, excise, value added, employees' income withholding, social security and unemployment tax returns, notices and reports) heretofore due (collectively the "TAX RETURNS"), and all such Tax Returns are correct, accurate and complete in all material respects; (b) All deposits required to be filed made by the Corporation and Subsidiaries with taxing authorities prior respect to the date hereof or has any tax (including, without limitation, estimated income, franchise and employee withholding taxes) have been 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 made; (c) No audits of the Company Tax Returns of the Corporation 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 conducted or are currently pending by the United States Internal Revenue Service or any other taxing authority; (d) All taxes, assessments, fees, penalties, interest and other governmental charges with respect to each of the Corporation and Subsidiaries which have become due and payable by the Balance Sheet Date have been paid in good faith full or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown adequately reserved against on the financial statements filed with Balance Sheet, and all taxes, assessments, fees, penalties, interest and other governmental charges which have become due and payable subsequent to the Balance Sheet Date have been paid in full or as part adequately reserved against on its books of account and the Registration Statement amounts reflected on the Balance Sheet and such books are sufficient for the payment of 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 taxes, fees and assessments (including, without limitation, income, gross income, gross receiptsproperty, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employmentcapital stock, excise, severancevalue added, stampemployees' income withholding, occupationsocial security and unemployment taxes), premiumand all interest and penalties thereon with respect to the periods then ended and for all periods prior thereto; (e) There are no agreements, property, windfall profits, customs, duties waivers or other taxes, fees, assessments or charges arrangements providing for an extension of time with respect to the assessment of any kind whatevertax or deficiency against the Corporation or any Subsidiary, together nor are there any actions, suits, proceedings, investigations or claims now pending against the Corporation or any Subsidiary in respect of any tax or assessment, or any matters under discussion with any interest and federal, state, local or foreign authority relating to any penaltiestaxes or assess ments, additions or any claims for additional taxes or assessments asserted by any such authority, and, to tax the Indemnitors' knowledge, there is no basis for the assertion of any additional taxes or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required assessments against the Corporation or any Subsidiary; and (f) Neither the Corporation nor any Subsidiary has ever filed a consent pursuant to be filed in respect to taxesSection 341(f) of the United States Internal Revenue Code.