Common use of Tax Liabilities Clause in Contracts

Tax Liabilities. Any and all payments by a Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is located, in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment to the relevant Governmental Authority.

Tax Liabilities. Any and all payments by a Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is located, in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment to the relevant Governmental Authority.

Tax Liabilities. Any You specifically acknowledge and all payments by a Borrower hereunder or under any agree that you are solely responsible for the tax designations of the Credit Documents shall be made, in accordance with Severance Pay. Each of the terms hereof and thereof, free and clear of and without deduction for Parties further agrees that any and all present your tax liabilities that may arise out of payment of the Severance Pay will be borne exclusively and solely by you. You further agree that, if any court, taxing authority or future government entity (local, state, or federal) finds that the Severance Pay should be subject to any further applicable taxes and related withholdings, you will be solely responsible for those applicable taxes, levies, imposts, deductions, charges or withholdings, and all any related interest, penalties or damages, unless such a finding is based on errors of the Company. You further agree to indemnify the Company or its affiliates or subsidiaries for any tax liabilities, interest, penalties, or other damages or liabilities with respect theretothat the Company or its affiliates or subsidiaries may be subjected to as a result of any court, excluding taxing authority, or government entity (local, state, or federal) finding that the Severance Pay should be subject to any further taxes measured and related withholdings, unless such a finding is based on errors of the Company. By executing this Agreement, you are acknowledging that: (1) you have carefully read and understand the terms and effects of this Agreement, including Section 5 entitled Release of Claims; (2) you understand that the Release of Claims in Section 5 is legally binding and by net income signing this Agreement, you give up certain rights, including rights and franchise taxes imposed on the Administrative Agent or any Lender by the jurisdiction claims under the laws Age Discrimination in Employment Act; (3) you have been afforded sufficient time to understand the terms and effects of this Agreement; (4) your agreements and obligations hereunder are made voluntarily, knowingly and without duress; and (5) neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement. The parties agree that the Agreement may be signed on one or more copies, each of which the Administrative Agent or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is located, in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable when signed will be deemed to or for the account of such Lender with respect to be an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending officeoriginal, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”)of which together will constitute one and the same Agreement. If such Borrower shall be required by law the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lenderme within 21 days. Sincerely, as applicableSera Prognostics, as determined in good faith by the applicable Withholding AgentInc. By: /s/ Gxxxxxx Xxxxxxxxxxx Gxxxxxx Xxxxxxxxxxx Its: Chairman, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawPresident, and (iv) such Borrower shall deliver to the Administrative Agent or such LenderCEO Dated: June 19, as the case may be2020 Confirmed, evidence of such payment to the relevant Governmental Authority.Agreed and Acknowledged: /s/ Gxxxxxx Xxx Gxxxxxx Xxx Dated: July 8, 2020

Tax Liabilities. Any and all payments by a the Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is located, in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a the Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such the Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such the Borrower shall make such deductions, (iii) such the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such the Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment to the relevant Governmental Authority.

Tax Liabilities. Any and all payments by a the Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect theretothereto imposed by any Governmental Authority (collectively referred to as “Taxes”), excluding taxes except as required by applicable law. If any applicable law (as determined in good faith by the applicable Withholding Agent) requires the deduction or withholding of any Taxes from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If such Taxes so deducted or withheld are other than any Taxes that are (i) Taxes measured by net income and or franchise taxes Taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized organized, maintains its applicable lending office or is transacting business or any political subdivision thereof, any (ii) branch profits taxes imposed by the United States of America U.S. or any similar tax imposed by any other jurisdiction in which the Borrower is located, in the case of a Lender, (iii) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (yx) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a the Borrower under Section 4.5 below) or (zy) such Lender changes its lending office, except except, in each case case, to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and office or (iv) any U.S. Federal withholding Taxes taxes imposed under FATCA (all such non-excluded taxesTaxes not listed in clauses (i) through (iv) above, being hereinafter referred to as “Indemnified Taxes”). If such Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any , then the sum payable by the Borrower hereunder or under any of the Credit Documents to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) for Indemnified Taxes the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such . The Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment any Taxes paid to the relevant Governmental Authority.

Tax Liabilities. Any and all payments by a Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is located, in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s 's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment to the relevant Governmental Authority.

Tax Liabilities. Any and all payments by a Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or transacting business or any political subdivision thereof, thereof and any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is located, in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA located (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment to the relevant Governmental Authority.

Tax Liabilities. Any and all payments by a the Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingswithholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is located, in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a the Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such the Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such the Borrower shall make such deductions, (iii) such the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such the Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment to the relevant Governmental Authority, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent or such Lender.

Tax Liabilities. Any (a) The Companies have timely filed all federal, foreign, state, county and local Tax Returns of every nature required to be filed by them, except where the failure so to file would not reasonably be likely to have a Material Adverse Effect. All such Tax Returns are complete and correct in all payments by material respects. The Companies have duly paid or adequately accrued in the Larizza Financial Statements or the Larizza Interim Statements all Taxes to the extent such amounts have become due and payable, except to the extent that the failure to do so would not have a Borrower hereunder Material Adverse Effect. The Companies have not executed any presently effective waiver or under extension of any statute of limitations relating to the payment of Taxes. (For purposes of the preceding sentence, the term "Companies" shall include former subsidiaries of any of the Credit Documents shall be madeCompanies for the periods during which any such corporations were owned, directly or indirectly, by any of the Companies.) Except as set forth in accordance with the terms hereof and thereofattached Schedule 2.1.12, free and clear of and without deduction for any and all present there are no pending or, to Larizza's actual knowledge, threatened claims, assessments, notices, proposals to assess, deficiencies, adjustments or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities audits with respect theretoto any such Taxes owed or allegedly owed by any of the Companies which remain unpaid, excluding taxes measured except those for which adequate provision has been made in the Larizza Financial Statements or the Larizza Interim Statements (to the extent required by net income generally accepted accounting principles) and franchise taxes imposed on which are not reasonably likely to have a Material Adverse Effect. To Larizza's actual knowledge, each of the Administrative Agent Companies has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Lender employee, creditor, independent contractor or other third party. No claim has been made by a governmental entity or other tax authority in a jurisdiction where any of the jurisdiction under Companies does not currently file Tax Returns to the laws effect that any of which the Administrative Agent Companies is or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes may be subject to Taxes imposed by the United States jurisdiction. There are no liens for Taxes upon the assets of America or any similar tax imposed by any other jurisdiction in which Borrower is locatedof the Companies, except liens for Taxes not yet delinquent. Except as set forth in the case attached Schedule 2.1.12, none of the Companies is a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant party to a law in effect on Tax allocation or Tax sharing arrangement with another of the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a Borrower under Section 4.5 below) Companies. No property of Larizza or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding AgentHughes is, (i) the sum payable shall property that would be increased required to xx xxeated as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal owned by another person pursuant to the sum it would have received had no such deductions been madesafe harbor leasing provisions (now repealed) of the Code, (ii) such Borrower shall make such deductionstax-exempt use property within the meaning of Section 168(h) of the Code, or (iii) such Borrower shall pay tax-exempt bond financed property within the full amount deducted to meaning of Section 168(h)(5) of the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment to the relevant Governmental AuthorityCode.

Tax Liabilities. Any and all payments by a the Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingswithholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is located, in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a the Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender Xxxxxx became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such the Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such the Borrower shall make such deductions, (iii) such the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such the Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment to the relevant Governmental Authority, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent or such Lender.

Tax Liabilities. Any The amounts reflected as liabilities for Taxes on the December 31, 1999 balance sheet referred to in Section 2.6 hereof are sufficient for the payment of all Taxes of the Company accrued for or applicable to the period ended on such balance sheet date and all payments years and periods prior thereto. Except as disclosed in Schedule 2.18 hereto, all Tax Returns which are required to be filed by a Borrower hereunder or in respect of the Company up to and including the date hereof have been filed and no extension of the time for filing of any such return is presently in effect. All Taxes of the Company which have become due pursuant to such Returns or otherwise or pursuant to any assessment have been paid. All such Returns which have been filed or will be filed by or in respect of the Company for any period ending on or before the Closing Date are or will be true and correct. There exists no proposed assessment against the Company. No consent to the application of Section 341(f)(2) of the Code has been filed with respect to any Company Property. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. There are no Liens for Taxes with respect to any Company Property. The Company is not obligated under law, contract or otherwise for the Taxes of any Person. All tax periods from and after January 1, 1993 up to and including the Effective Time of Closing (collectively, the "S Corporation Tax Period"), the Company has elected (with the consent of all of its shareholders), in compliance with all applicable legal requirements, to be taxed under Subchapter S of the Code and corresponding provisions under any applicable state and local laws, and such elections are in effect for the Company. No action has been taken by the Company or any shareholder of the Credit Documents shall be madeCompany that may result in the revocation of any such elections and, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect theretoto the S Corporation Tax Period, excluding taxes measured by net the Company has no liability, absolute or contingent, for the payment of any income and franchise taxes imposed on Taxes under the Administrative Agent Code or any Lender by the jurisdiction under the laws of such states or localities which afford tax treatment similar to that under Subchapter S of the Administrative Agent Code, including without limitation sections 1374 and 1375 of the Code and any analogous state and local provisions. No claim has ever been made by a Governmental Entity in a jurisdiction where the Company does not file Tax Returns that it is or such Lender is organized may be subject to taxation by that jurisdiction. The Company has delivered to Computone correct and complete copies of all federal, state and local Tax Returns, examination reports and statements of deficiencies assessed against or transacting business or any political subdivision thereof, any branch profits taxes imposed agreed to by the United States of America or any similar tax imposed by any other jurisdiction in which Borrower is locatedCompany since December 31, in the case of a Lender, U.S. 1996. The federal withholding Taxes imposed on amounts payable to or Tax Returns for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant to a law in effect on the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a Borrower under Section 4.5 below) or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith Company have never been examined by the IRS and the applicable Withholding Agentstatute of limitations relating thereto has expired for the tax year ended December 31, (i) the sum payable shall be increased as may be necessary so that after making 1996 and all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment to the relevant Governmental Authorityprior periods.

Tax Liabilities. Any (a) The Companies have timely filed all federal, foreign, state, county and local Tax Returns of every nature required to be filed by them, except where the failure so to file would not reasonably be likely to have a Material Adverse Effect. All such Tax Returns are complete and correct in all payments by material respects. The Companies have duly paid or adequately accrued in the Larizza Financial Statements or the Larizza Interim Statements all Taxes to the extent such amounts have become due and payable, except to the extent that the failure to do so would not have a Borrower hereunder Material Adverse Effect. The Companies have not executed any presently effective waiver or under extension of any statute of limitations relating to the payment of Taxes. (For purposes of the preceding sentence, the term "Companies" shall include former subsidiaries of any of the Credit Documents shall be madeCompanies for the periods during which any such corporations were owned, directly or indirectly, by any of the Companies.) Except as set forth in accordance with the terms hereof and thereofattached Schedule 2.1.12, free and clear of and without deduction for any and all present there are no pending or, to Larizza's actual knowledge, threatened claims, assessments, notices, proposals to assess, deficiencies, adjustments or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities audits with respect theretoto any such Taxes owed or allegedly owed by any of the Companies which remain unpaid, excluding taxes measured except those for which adequate provision has been made in the Larizza Financial Statements or the Larizza Interim Statements (to the extent required by net income generally accepted accounting principles) and franchise taxes imposed on which are not reasonably likely to have a Material Adverse Effect. To Larizza's actual knowledge, each of the Administrative Agent Companies has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Lender employee, creditor, independent contractor or other third party. No claim has been made by a governmental entity or other tax authority in a jurisdiction where any of the jurisdiction under Companies does not currently file Tax Returns to the laws effect that any of which the Administrative Agent Companies is or such Lender is organized or transacting business or any political subdivision thereof, any branch profits taxes may be subject to Taxes imposed by the United States jurisdiction. There are no liens for Taxes upon the assets of America or any similar tax imposed by any other jurisdiction in which Borrower is locatedof the Companies, except liens for Taxes not yet delinquent. Except as set forth in the case attached Schedule 2.1.12, none of the Companies is a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in this Credit Agreement pursuant party to a law in effect on Tax allocation or Tax sharing arrangement with another of the date on which (y) such Lender acquires such interest in this Credit Agreement (other than pursuant to an assignment request by a Borrower under Section 4.5 below) Companies. No property of Larizza or (z) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and any U.S. Federal withholding Taxes imposed under FATCA (all such non-excluded taxes, being hereinafter referred to as “Taxes”). If such Borrower shall be required by law to deduct any Taxes or Other Taxes (as defined in Section 4.4(b)) from or in respect of any sum payable hereunder to the Administrative Agent or any Lender, as applicable, as determined in good faith by the applicable Withholding AgentHughxx xx, (i) the sum payable shall property that would be increased required to be treated as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.4) the Administrative Agent or such Lender, as the case may be, receives an amount equal owned by another person pursuant to the sum it would have received had no such deductions been madesafe harbor leasing provisions (now repealed) of the Code, (ii) such Borrower shall make such deductionstax-exempt use property within the meaning of Section 168(h) of the Code, or (iii) such Borrower shall pay tax-exempt bond financed property within the full amount deducted to meaning of Section 168(h)(5) of the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to the Administrative Agent or such Lender, as the case may be, evidence of such payment to the relevant Governmental AuthorityCode.