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

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

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

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

Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with 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 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 Seller, Guarantor and its Subsidiaries has each Specified Affiliate have each timely filed all required federal tax returns (as hereinafter defined) and all other material tax returns, domestic and foreign, required to be filed with taxing authorities by them and have (for all prior to the date hereof or has duly obtained extensions of time fiscal years and for the filing thereof, except in any case in which the failure so current fiscal year to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has date) timely paid all federal and other material taxes (as hereinafter definedincluding mortgage recording taxes), assessments, fees, and other governmental charges (whether imposed with respect to their income or any of their properties or assets) shown as which have become due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiarypayable, except for other than any such taxes taxes, assessments, fees, or other governmental charges that are currently being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP. Each Seller, Guarantor and each Specified Affiliate have paid, or have provided adequate reserves for the payment of, all such taxes for all prior fiscal years and for the current fiscal year to date. There is no material action, suit, proceeding, investigation, audit or claim relating to any such taxes now pending or, to the Knowledge of Seller, threatened by any Governmental Authority which is not being contested in good faith as would not reasonably be expected to cause a Material Adverse Changeprovided above. The provisions for taxes payable, if any, shown on the financial statements filed with or as part None of the Registration Statement are sufficient for all accrued and unpaid taxesSellers, whether Guarantor or not disputed, and for all periods any Specified Affiliate have entered into any agreement or waiver or been requested to and including the dates enter into any agreement or waiver extending any statute of such consolidated financial statements. Except as disclosed in writing limitations relating 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 payment or collection of taxes taxes, or is aware of any circumstances that would cause the taxable years or other taxable periods of any Seller, Guarantor or any Specified Affiliate not to be subject to the normally applicable statute of limitations. No tax liens have been given by filed against any assets of any Seller, Guarantor or requested from any Specified Affiliate. Each Seller does not intend to treat any Transaction as being a “reportable transaction” as defined in Treasury Regulation Section 1.6011–4. If either Seller determines to take any action inconsistent with such intention, it will promptly notify Buyer, in which case Buyer may treat each Transaction as subject to Treasury Regulation Section 301.6112–1 and will maintain the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign lists 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 records required to be filed in respect to taxesthereunder.

Taxes. Each (i) Except as to any items that would not, individually or in the aggregate, have a Material Adverse Effect on CEI: (A) CEI and each of the Company and its CEI Subsidiaries has (I) filed all Federal, state, local and foreign income and other Tax returns or reports (as hereinafter definedincluding declarations of estimated tax) required to be filed by it, and all such returns are complete and accurate, (II) paid all Taxes of any nature whatsoever (together with any related penalties and interest) that are shown on such Tax returns as due and payable on or before the date of this Agreement, and (III) paid on behalf of itself or others all Taxes otherwise required to be paid on or before the date of this Agreement. (B) There are no claims or assessments pending against CEI or any of the CEI Subsidiaries for any alleged deficiency in Tax, and, to the knowledge of CEI, there is not any threatened Tax claims or assessments against CEI or any of the CEI Subsidiaries. (C) CEI and each of the CEI Subsidiaries has established adequate reserves for current Taxes and for any liability for deferred Taxes in the CEI Financial Statements in accordance with GAAP. (D) All Taxes required to be withheld, collected or deposited by or with respect to CEI and each of the CEI Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorities authority. (E) There are no Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the CEI or any CEI Subsidiary. (F) The Federal income Tax returns of the consolidated group for which CEI is the common parent either have been examined and settled with the Internal Revenue Service or closed by virtue of the expiration of the applicable statute of limitations for all years through 1991. (G) None of CEI or any CEI Subsidiary shall be required to include in a taxable period ending after the Effective Time an amount of taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code or comparable provisions of state, local or foreign Tax law. (H) Neither CEI nor any CEI Subsidiary has, within the five preceding taxable years, deferred gain recognition for Federal income tax purposes under Sections 1031 or 1033 of the Code. (I) None of the property owned or used by CEI or any CEI Subsidiary is subject to a lease other than a "true" lease for Federal income tax purposes. (J) CEI has not made, within the five preceding taxable years, a disclosure on a Tax return pursuant to Section 6662(d)(2)(B)(ii) of the Code. (K) Neither CEI nor any CEI Subsidiary has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (I) in the two years prior to the date hereof of this Agreement or has duly obtained extensions (II) in a distribution which could otherwise constitute part of time for a "plan" or "series of related transactions" (within 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 meaning of Section 355(e) of the Company and its Subsidiaries has paid all taxes (as hereinafter definedCode) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against in conjunction with 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 Mergers. (ii) no waivers Neither CEI nor any CEI Subsidiary has taken any action, or failed to take any action, or has knowledge 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 federalany fact, stateagreement, 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 plan or other taxes, fees, assessments circumstance that is reasonably likely to prevent (A) the Mergers from constituting a transaction described in Section 351 of the Code or charges (B) the CEI Merger from constituting a transaction described in Section 368(a) 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 taxesthe Code.

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

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

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

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

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

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

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

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

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

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

Taxes. (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 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 (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 Except as disclosed in Section 2.9 of the Company Disclosure Schedule and except for payments required to be made pursuant to Article 4 hereof: 2.9.1 Consumers and each of its Subsidiaries subsidiaries has duly filed all tax returns (as hereinafter defined) and reports required to be filed with taxing authorities by it or requests for extensions to file such returns or reports have been timely filed, granted and have not expired. All tax returns filed by Consumers and each of its subsidiaries are complete and accurate in all material respects. Consumers and each of its subsidiaries has paid (or Consumers has paid on the subsidiaries' behalf) all taxes due on such returns, and the most recent financial statements contained in the Consumers SEC Documents and all Consumers SEC Documents filed prior to the date hereof or has duly obtained extensions of time Closing Date reflect an adequate reserve 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 all taxes payable by Consumers and its Subsidiaries has paid subsidiaries for all taxable periods and portions thereof accrued through the date of such financial statements. 2.9.2 No deficiencies for any taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on have been proposed, asserted or assessed against Consumers or any of its subsidiaries that are not adequately reserved for, and no requests for waivers of the Company or such respective Subsidiary, except for time to assess any such taxes that have been granted or are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Changepending. 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 for all accrued Consumers and unpaid taxes, whether or not disputed, and for all periods to and including the dates each of its subsidiaries consolidated in such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues returns have been raised (examined by and are currently pending) by any taxing authority in connection settled with any the United States Internal Revenue Service, or the statute 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 limitations on assessment or collection of any federal income taxes have been given by due from Consumers or requested from any of its subsidiaries has expired, through such taxable years as are set forth in Section 2.9.2 of the Company or its Subsidiaries. The term “Disclosure Schedule. 2.9.3 As used in this Agreement, "taxes” means " shall include all federal, state, local, local and foreign and other net income, gross incomeproperty, gross receiptspremium, franchise, sales, useexcise, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholdingemployment, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or withholding and other taxes, fees, assessments tariffs or governmental charges of any kind whatever, together with any interest nature whatsoever and any penaltiesinterest, penalties and additions to tax or additional amounts with respect taxes relating 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 where such taxes that are currently being contested in good faith or as those in which the failure to pay would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient sufficient, in accordance with GAAP principles, for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

Taxes. Each For purposes of this Agreement, “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 of the Company and its Subsidiaries has filed all returns Except as set forth in Schedule 3.11 hereto: (as hereinafter definedi) All Tax Returns that are required to be filed by any Laws (taking into account all extensions) for any period ending on or before the Closing Date for, by, on behalf of or with taxing authorities respect to HRSI, or when the Asset Transfer takes place, the Company, have been or will be timely filed with the appropriate foreign, federal, state and local authorities. All such Tax Returns as so filed disclose all Taxes required to be paid for the periods covered thereby. All such Tax Returns are true and correct in all material respects. All Taxes shown to be due and payable on such Tax Returns or related to such Tax Returns have been timely paid in full; (ii) All such Tax Returns and the information and data contained therein have been, in all material respects, properly and accurately compiled and completed, fairly presented in all material respects the information purported to be shown therein, and reflect all material liabilities for Taxes for the periods covered by such Tax Returns; (iii) None of such Tax Returns are now under audit or examination by any foreign, federal, state or local authority and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or collection of any Tax or deficiency of any nature against HRSI, or when the Asset Transfer takes place, the Company, or their properties, or with respect to any such Tax Return, or any suits or other actions, proceedings, disputes, investigations or claims now pending or threatened against HRSI, or when the Asset Transfer takes place, the Company or its properties with respect to any Tax, or any matters under discussion with any foreign, federal, state or local authority relating to any Tax, or any claims for any additional Tax asserted by any such authority; (iv) All Taxes due and required to be paid by HRSI, or when the Asset Transfer takes place, the Company, on or before the Closing (whether or not shown on a Tax Return) or assessed and due and required to be paid by HRSI, or when the Asset Transfer takes place, the Company, on or before the Closing Date, have been timely paid in full; (v) Tax Returns for the period prior to the date hereof Closing that are due after the Closing and are the responsibility of HRSI, or has duly obtained extensions of time for when the filing thereofAsset Transfer takes place, 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 will be timely filed and has any Taxes due thereunder will be paid all taxes in full in a timely manner; (vi) All withholding Tax and Tax deposit requirements imposed on or assessed against HRSI, and when the Asset Transfer takes place, the Company or such respective Subsidiary, except their properties for any and all periods prior to and including the Closing Date have been timely withheld and to the extent required have been or will be satisfied in full on or before the Closing Date; (vii) All state and local employment and unemployment Taxes that HRSI, or when the Asset Transfer takes place, the Company has been required to withhold have been properly withheld and remitted to the proper Taxing Authority; (viii) HRSI, or when the Asset Transfer takes place, the Company has made adequate provision for the payment in full of any and all unpaid Taxes of the Business for any and all periods or portions thereof ending on or before the Closing Date; (ix) Neither HRSI, or when the Asset Transfer takes place, the Company, has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will be deductible under Section 280G (relating to parachute payments) of the Code; (x) Neither HRSI, and when the Asset Transfer takes place, nor the Company is a party to any tax allocation or tax sharing agreement; (xi) Neither HRSI, and when the Asset Transfer takes place, nor the Company (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 is the Company), or (ii) has liability for Taxes of any Person (other than any Subsidiaries) under Treasury Regulations § 1.1502-6 (or any similar provision of foreign, state or local law), as a transferee or successor, by contract, or otherwise; (xii) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon any assets of HRSI, and when the Asset Transfer takes place, the Company; (xiii) Neither HRSI, and when the Asset Transfer takes place, nor the Company 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; (xiv) Neither HRSI, and when the Asset Transfer takes place, nor the Company has made an election, and is not required, to treat any of its assets as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code or under any comparable provision of foreign, state or local Tax law; (xv) Neither HRSI, and when the Asset Transfer takes place, nor the Company has filed a consent pursuant to the collapsible corporation provisions of Section 341(f) of the Code (or any corresponding provision of foreign, state or local law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provision of state or local law) apply to any disposition of any asset of HRSI, and when the Asset Transfer takes place, the Company; (xvi) Neither HRSI, and when the Asset Transfer takes place, nor the Company has requested or received any ruling from any foreign, federal, state or local authority, or signed any binding agreement with any such taxes authority (including, without limitation, any advance pricing agreement), nor taken any action that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. impact the amount of Tax liability of HRSI, and when the Asset Transfer takes place, the Company after the Closing Date; (xvii) The provisions amount accrued for taxes payableTaxes by HRSI, and when the Asset Transfer takes place, the Company, if any, shown is sufficient for the payment of all Taxes from the period ending on or before the financial statements filed with Closing Date; and (xviii) Neither HRSI, and when the Asset Transfer takes place, nor the Company has entered into a listed or reportable transaction as part defined in Section 6707A of the Registration Statement are sufficient for all accrued Code. (xix) HRSI (and unpaid taxesany predecessor of HRSI) has been a validly electing Subchapter S corporation within the meaning of Sections 1361 and 1362 of the Code since January 1, whether or not disputed, 2012 and for all periods HRSI will be a Subchapter S corporation up to and including the dates day before the Closing Date. HRSI shall not take or allow any action that would result in the termination of such consolidated financial statementsHRSI’s status as a validly electing Subchapter S corporation prior to or on the Closing Date. (xx) Neither HRSI, and when the Asset Transfer takes place, nor the Company has potential liability for any Tax under Section 1374 of the Code except as set forth in Schedule 3.11. Except as disclosed Neither HRSI, and when the Asset Transfer takes place, nor the Company has, in writing the past ten (10) years, acquired assets from another corporation in a transaction in which HRSI’s, and when the Asset Transfer takes place, the Company’s tax basis for the acquired assets was determined, in whole or in part, by reference to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any Tax basis of the returns acquired assets (or taxes asserted as due from any other property) in the Company hands of the transferor. (xxi) There is no material property or its Subsidiariesobligation of HRSI, and when the Asset Transfer takes place, the Company, including uncashed checks to vendors, customers or employees, nonrefunded overpayments, or unclaimed subscription balance, that is escheatable or reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws. (iixxii) HRSI, and when the Asset Transfer takes place, nor the Company, has disclosed on its Tax Returns all positions taken therein that could give rise to understatement of Tax within the meaning of Section 6662 of the Code. (xxiii) There is no waivers action, suit, proceeding, claim, audit, or investigation pending or, to the Knowledge of statutes of limitation HRSI, and when the Asset Transfer takes place, the Company, threatened, against or with respect to HRSI or the returns Company. (xxiv) Neither HRSI, and when the Asset Transfer takes place, nor the Company, owns any interest in real property in any jurisdiction in which a Tax is imposed on the transfer of a controlling or collection of taxes have beneficial interest in an entity that owns any interest in real property; (xxv) No claim, inquiry, or assertion has been given made by any Taxing Authority in any jurisdiction where HRSI, and when the Asset Transfer takes place, the Company, has not previously filed Tax Returns that HRSI, and when the Asset Transfer takes place, the Company, may be subject to taxation (or requested from liable for a Tax) in that jurisdiction; (xxvi) For federal income Tax purposes, when the Asset Transfer takes place, the Company or will be, from formation, an entity whose existence is not separate from its Subsidiaries. The term “taxes” means all federalowner (HRSI), statei.e., localit is disregarded, 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 taxesno contrary election has been made.

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

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

Taxes. Each of the 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 duly and timely filed all tax returns (as hereinafter defined) required to be filed prior to the with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Such returns that were filed are true, except correct and complete in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Changeall material respects. Each of the Company and its Subsidiaries has duly and timely paid all taxes (as hereinafter defined) shown as due on and payable with respect to such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiaryreturns, except for any such taxes that as are currently being contested in good faith and by appropriate proceedings and for which the Company or as would not reasonably be expected to cause a Material Adverse Changethe applicable Subsidiary has established reserves that are adequate for the payment thereof and are in conformity 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 otherwise disclosed in writing to the UnderwritersUnderwriter or in, the Registration Statement and the Prospectus: (i) there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of the Subsidiaries or any of their respective properties or assets; (ii) 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 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 any of 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 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 any and all returns, declarations, reports, statements and statements, or other documents required to be filed in with respect to taxestaxes with any taxing or other governmental authority, including, without limitation, any information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Taxes. Each of the Company and its Subsidiaries (a) Seller has filed all returns (as hereinafter defined) required paid or caused 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 taxes, including, without limitation, income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, use taxes, value-added taxes, gross receipts taxes, franchise taxes, capital stock taxes, employment 17The warranties in subsections 2.07(b) and (c) require the seller to take responsibility for certain undisclosed liabilities, including contingent or potential claims, even though the subject matter may be covered in detail by another warranty. The bracketed language at the end of subsection (b) reflects the fact that generally accepted accounting principles allow immaterial variations in the recording of some liabilities in financial statements, and may be unnecessary if a materiality qualifier is used at the start of the subsection. Subsection (c) applies this concept to liabilities that may exist at the closing and in effect may require the seller to take responsibility for future events. See subsection 6.01(a). The seller may insist on a materiality qualifier to subsection (c) equivalent to that contained in subsection (b). and payroll-related taxes, withholding taxes, stamp taxes, transfer taxes, windfall profit taxes, environmental taxes and property taxes, whether or not measured in whole or in part by net income, gross incomeand all deficiencies, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax, interest, fines and penalties owed by it (collectively, “Taxes”), required to be paid by it through the date hereof, whether disputed or not. (b) Seller has in accordance with applicable law filed all federal, state, local and foreign tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents returns required to be filed in by it through the date hereof, and all such returns correctly and accurately set forth the amount of any Taxes relating to the applicable period. A list of all federal, state, local and foreign income tax returns filed with respect to taxesSeller for taxable periods ended on or after [use end of taxable year ending five years prior to the Closing] is set forth in Schedule 2.08 attached hereto, and said Schedule indicates those returns that have been audited or currently are the subject of an audit. Seller has delivered to Buyer correct and complete copies of all federal, state, local and foreign income tax returns listed on said Schedule, and of all examination reports and statements of deficiencies assessed against or agreed to by Seller with respect to said returns. (c) Neither the Internal Revenue Service nor any other governmental authority is now asserting or, to the knowledge of Seller or any Stockholder, threatening to assert against Seller any deficiency or claim for additional Taxes. No claim has ever been made by an authority in a jurisdiction where Seller does not file reports and returns that Seller is or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of Seller that arose in connection with any failure (or alleged failure) to pay any Taxes. Seller has never entered into a closing agreement pursuant to Section 7121 of the Internal Revenue Code of 1986, as amended (the “Code”). (d) Except as set forth in Schedule 2.08, there has not been any audit of any tax return filed by Seller, no audit of any tax return of Seller is in progress, and Seller has not been notified by any tax authority that any such audit is contemplated or pending. Except as set forth in Schedule 2.08, no extension of time with respect to any date on which a tax return was or is to be filed by Seller is in force, and no waiver or agreement by Seller is in force for the extension of time for the assessment or payment of any Taxes. (e) Seller has never been (and has never had any liability for unpaid Taxes because it once was) a member of an “affiliated group” (as defined in Section 1504(a) of the Code). Seller has never filed, and has never been required to file, a consolidated, combined or unitary tax return with any other entity. Seller does not own and has never owned a direct or indirect interest in any trust, partnership, corporation or other entity, and therefore Buyer is not acquiring from Seller an interest in any entity, except as provided in Section 2.03. Except as set forth in Schedule 2.08, Seller is not a party to any tax-sharing agreement.18 (f) Seller is not a “foreign person” within the meaning of Section 1445 of the Code and Treasury Regulations Section 1.1445-2. (g) For purposes of this Agreement, all references to Sections of the Code shall include any predecessor provisions to such Sections and any similar provisions of federal, state, local or foreign law.

Taxes. Each of the Company and its Subsidiaries (a) Seller has filed in a timely manner (taking into account 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 defineddue dates) 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, localcounty, foreign municipal and other net incometax returns, gross incomereports and declarations of all taxes which are required to have been filed including federal and state income tax returns, gross receiptswithholding tax returns, salesand sales and use tax returns. Seller has paid all taxes required to be paid in respect of the periods covered by such returns and all other taxes imposed by law upon Seller or any of its properties or assets. (b) Seller has not received any notice of deficiency or assessment of additional taxes which is outstanding as of the date hereof, useand Seller has not granted any waiver of any statute of limitation with respect to, or any extension of a period for the assessment of, any federal, state, county, municipal or other tax. (c) Seller has withheld all required amounts from its employees for all periods in full and complete compliance with the tax withholding provisions of applicable federal and state laws; all required federal, state, local and other returns with respect to income tax withholding, social security and unemployment taxes have been filed by Seller for all periods for which returns were due; and the amounts shown on such returns to be due and payable have been paid in full. (d) For purposes of this Agreement the term “tax” shall be understood to include any tax or similar governmental charge, impost, levy or special assessment (including income taxes, property taxes, franchise taxes, transfer taxes or fees, sales taxes, use taxes, excise taxes, 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 valorem taxes, feeswithholding taxes, assessments payroll taxes, special assessments, minimum taxes or charges of any kind whateverwindfall profit taxes, together with any interest and any related liabilities, penalties, fines, charges, additions to tax or additional amounts with respect thereto. The term “returns” means all returnsinterest) imposed by the United States or any state, declarationscounty, reports, statements and local or other documents required to be filed in respect to taxesgovernment or subdivision or agency thereof.