Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. IPC and each of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC or any of its subsidiaries is or has been a member (a "Consolidated Group") has timely filed all Tax Returns required to be filed by it and all such Tax Returns are correct and complete in all material respects. All Taxes shown on such Tax Returns have been timely paid, and IPC and each of its subsidiaries has timely paid or accrued all Taxes for which a notice of assessment or collection has been received (other than amounts being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for any periods that end before the Effective Time of the Mergers for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereof. Except as set forth in Section 3.01(k) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of IPC or any of its subsidiaries or is being asserted in writing against IPC or any of its subsidiaries, (ii) neither IPC nor any of its subsidiaries is delinquent in the payment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC or any of its subsidiaries or any Tax Return of IPC or any of its subsidiaries is pending, threatened, to IPC's knowledge, or being conducted by a Tax authority, (iv) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor any of its subsidiaries and is currently in effect, (v) neither IPC or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (vi) no consent under Section 341(f) of the Code has been filed with respect to IPC or any of its subsidiaries,

Tax Returns and Tax Payments. IPC Except as disclosed in the Disclosure Schedule, the Company and each of its subsidiariesSubsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC the Company or any of its subsidiaries Subsidiaries is or has been a member (a "Consolidated GroupCONSOLIDATED GROUP") has timely filed all Tax Returns required to be filed by it and or caused all such Tax Returns to be so filed with respect to any such Consolidated Group, in material compliance with all applicable laws, and such Tax Returns are complete and correct and complete in all material respects. All , all Taxes shown on such Tax Returns thereon to be due have timely been paid and adequate reserves have been timely provided in its financial statements for any Taxes that have not been paid, and IPC and each of its subsidiaries has timely paid whether or accrued all Taxes for which a notice of assessment or collection has been received (other than amounts not shown as being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for due on any periods that end before the Effective Time of the Mergers for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereofReturns. Except as set forth disclosed in Section 3.01(k) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of IPC the Company or any of its subsidiaries Subsidiaries or a member of any Consolidated Group or is being asserted in writing against IPC the Company or any of its subsidiaries, Subsidiaries or a member of any Consolidated Group; (ii) neither IPC nor any of its subsidiaries is delinquent in the payment no audit of any Tax and have not requested or filed any document having the effect Return of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC Company or any of its subsidiaries Subsidiaries or a member of any Tax Return of IPC or any of its subsidiaries Consolidated Group is pending, threatenedbeing conducted or, to IPC's knowledgethe knowledge of the Company, or being conducted threatened by a Tax authority, ; (iviii) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor Company, any of its subsidiaries Subsidiaries or a member of any Consolidated Group and is currently in effect, ; (v) neither IPC or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (viiv) no consent under Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to IPC the Company; (v) the Company and each of its Subsidiaries is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or any of its subsidiaries,Subsidiaries of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) the Company and each of its Subsidiaries is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its terms or otherwise have been terminated and for which no amount is claimed to be owed; (vii) the Company and each of its Subsidiaries has not been a United States real property holding corporation with 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; (viii) the Company and each of its Subsidiaries is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (ix) the Company and each of its Subsidiaries has made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (x) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its 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 authority; (xi) the Company and each of its Subsidiaries has not issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section 163(i) of the Code, or (C) any registration-required obligations, within the meaning of Section 163(f)(2) of the Code, that are not in registered form; (xii) there are no written requests for information currently outstanding that could affect the Taxes of the Company or any of its Subsidiaries other than requests for information in audits; and (xiii) there is no power of attorney currently in force with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company or any of its Subsidiaries.

Tax Returns and Tax Payments. IPC Except as disclosed in Section 3.01(j) of the Disclosure Schedule, the Company and each of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC the Company or any of its subsidiaries is or has been a member (a "Consolidated Group") has timely filed all Tax Returns required to be filed by it and all such Tax Returns are complete and correct and complete in all material respects. All , has paid all Taxes shown on such Tax Returns thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been timely paid, and IPC and each of its subsidiaries has timely paid whether or accrued all Taxes for which a notice of assessment or collection has been received (other than amounts not shown as being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for due on any periods that end before the Effective Time of the Mergers for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereofreturns. Except as set forth disclosed in Section 3.01(k3.01(j) of the Disclosure Schedule: , (i) no material claim for unpaid Taxes has become a lien against the property of IPC the Company or any of its subsidiaries or is being asserted in writing against IPC the Company or any of its subsidiaries, ; (ii) neither IPC nor any to the best knowledge of its subsidiaries is delinquent in the payment Company, no audit of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC or any of its subsidiaries or any Tax Return of IPC the Company or any of its subsidiaries is pending, threatened, to IPC's knowledge, threatened or being conducted by a Tax authority, ; (iviii) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor the Company or any of its subsidiaries and is currently in effect, ; (v) neither IPC or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (viiv) no consent under Section 341(f) of the Code has been filed with respect to IPC the Company or any of its subsidiaries,; (v) neither the Company nor any of its subsidiaries is a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company or a subsidiary of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) none of the Company or its subsidiaries has been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) none of the Company or its subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (ix) none of the Company or its subsidiaries is doing business in or engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (x) the Company and each of its subsidiaries have made all payments of estimated Taxes required to be made under Section 6655 of the Code and any comparable state, local or foreign Tax provision; (xi) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its 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 authority; (xii) neither the Company nor any of its subsidiaries has issued or assumed (A) any obligations described in Section 279(a) of the Code, (B) any applicable high yield discount obligations, as defined in Section

Tax Returns and Tax Payments. IPC The Company and each of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC the Company or any of its subsidiaries is or has been a member (a "Consolidated Group") has timely filed all Tax Returns required to be filed by it and has paid all such Tax Returns are correct and complete in all material respects. All Taxes shown on such Tax Returns have been timely paid, and IPC and each of its subsidiaries has timely paid or accrued all Taxes for which a notice of assessment or collection has been received (other than amounts being contested in good faith by appropriate proceedings)thereon to be due. IPC The Company and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for any periods that end before the Effective Time of the Mergers Merger for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers Merger and end after the Effective Time of the Mergers Merger to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the MergersMerger, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC the Company and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC the Company and its subsidiaries in respect of periods prior to the date hereof. Except as set forth in Section 3.01(k3.01(l) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of IPC the Company or any of its subsidiaries or is being asserted in writing against IPC the Company or any of its subsidiaries, (ii) neither IPC nor any of its subsidiaries is delinquent in the payment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC the Company or any of its subsidiaries or any Tax Return of IPC the Company or any of its subsidiaries is pending, threatened, to IPCthe best of the Company's knowledge, or being conducted by a Tax authority, and (iviii) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC the Company nor any of its subsidiaries and is currently in effect, (viv) neither IPC the Company or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPCthe Company) or (B) has any liability for the Taxes of any person (other than IPC the Company and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (viv) no consent under Section 341(f) of the Code has been filed with respect to IPC the Company or any of its subsidiaries,subsidiaries and (vi) all Taxes required to be withheld, collected or deposited by or with respect to the Company and each of its 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 authority. As used herein, "Taxes" shall mean all taxes of any kind, including those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

Tax Returns and Tax Payments. IPC Except as disclosed in Section 4.01(j) of the Disclosure Schedule, Company and each of its subsidiariesSubsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC Company or any of its subsidiaries Subsidiaries is or has been a member (a "Consolidated Group") has timely filed all Tax Returns required to be filed by it it, in material compliance with all applicable laws, and all such Tax Returns are complete and correct and complete in all material respects. All Taxes shown on such Tax Returns have been timely paid, and IPC and each of its subsidiaries has timely paid or accrued all Taxes for which a notice of assessment or collection shown thereon to be due and has been received (other than amounts being contested provided adequate reserves in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable financial statements for any periods Taxes that end before the Effective Time of the Mergers for which no have not been paid, whether or not shown as being due on any Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereofReturns. Except as set forth disclosed in Section 3.01(k4.01(j) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of IPC Company or a member of any of its subsidiaries Consolidated Group or is being asserted in writing against IPC Company or a member of any of its subsidiaries, Consolidated Group; (ii) neither IPC nor any no audit of its subsidiaries is delinquent in the payment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC or any of its subsidiaries or any Tax Return of IPC Company or a member of any of its subsidiaries Consolidated Group is pending, threatenedbeing conducted or, to IPC's knowledgethe knowledge of Company, or being conducted threatened by a Tax authority, ; (iviii) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor Company or a member of any of its subsidiaries Consolidated Group and is currently in effect, ; (v) neither IPC or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (viiv) no consent under Section 341(f) of the Code has been filed with respect to IPC Company; (v) Company is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by Company of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) Company is not and has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns; (ix) Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its subsidiaries,terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) Company has not 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; (xi) Company is neither doing business in nor engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise tax returns; (xii) Company has made all payments of estimated Taxes required to be made under Section 6655

Tax Returns and Tax Payments. IPC (a) The Company and each of its subsidiariesSubsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC the Company or any of its subsidiaries Subsidiaries is or has been a member (a "Consolidated Group") has ------------------ timely filed all Tax Returns required to be filed by it it, in material compliance with all applicable laws, and all such Tax Returns are complete and correct and complete in all material respects. All Taxes shown on such Tax Returns have been timely paid, and IPC and each of its subsidiaries has timely paid or accrued all Taxes for which a notice of assessment or collection required to be shown thereon to be due and has been received (other than amounts being contested provided adequate reserves in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable financial statements for any periods Taxes that end before the Effective Time of the Mergers for which no have not been paid, whether or not shown as being due on any Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the MergersReturns. Additionally, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereof. Except as set forth in Section 3.01(k) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of IPC the Company or a member of any of its subsidiaries Consolidated Group or is being asserted in writing against IPC the Company or a member of any of its subsidiaries, Consolidated Group except for liens for Taxes not yet due and payable; (ii) neither IPC nor any no audit of its subsidiaries is delinquent in the payment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC or any of its subsidiaries or any Tax Return of IPC the Company or a member of any of its subsidiaries Consolidated Group is pending, threatenedbeing conducted or, to IPC's knowledgethe knowledge of the Company, or being conducted threatened by a Tax authority, ; (iviii) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor the Company or a member of any of its subsidiaries Consolidated Group and is currently in effect, ; (v) neither IPC or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (viiv) no consent under Section 341(f) of the Code has been filed with respect to IPC the Company; (v) the Company is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its subsidiaries,terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company has not 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)

Tax Returns and Tax Payments. IPC The Company and each of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC or any of its subsidiaries is or has been a member (a "Consolidated Group") former Subsidiaries has timely filed (or, as to former Subsidiaries, the Company has filed on its behalf) all Tax Returns required to be filed by it and it, has paid (or, as to former Subsidiaries, the Company has paid on its behalf) all such Tax Returns are correct and complete in all material respects. All Taxes shown thereon to be due and has provided (or, as to former Subsidiaries, the Company has made provision on such Tax Returns its behalf of) specific reserves in its financial statements for any Taxes that have not been timely paid, and IPC and each of its subsidiaries has timely paid whether or accrued all Taxes for which a notice of assessment or collection has been received (other than amounts not shown as being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for due on any periods that end before the Effective Time of the Mergers for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereofReturns. Except as set forth in Section 3.01(k3.1(j) of the Company Disclosure Schedule: (i) no material claim for unpaid Taxes has been asserted by a Tax authority or has become a lien Lien (except for Liens for Taxes not yet due and payable) against the property of IPC the Company or any of its subsidiaries former Subsidiaries or is being asserted in writing against IPC the Company or any of its subsidiaries, former Subsidiaries; (ii) neither IPC nor any of its subsidiaries is delinquent in the payment of any Tax and have not requested no audit, examination, investigation or filed any document having the effect of causing any extension of time within which to file any Tax Returns other proceeding in respect of any fiscal year which have not since been filed, (iii) no material audit Tax or other proceeding with respect to of any Taxes due from IPC Tax Return of the Company or any of its subsidiaries former Subsidiaries is being conducted, threatened or any Tax Return of IPC or any of its subsidiaries is pending, threatened, to IPC's knowledge, or being conducted pending by a Tax authority, ; (iviii) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor the Company or any of its subsidiaries former Subsidiaries and is currently in effect, ; (viv) neither IPC all Tax Returns filed with respect to the Company or any of its subsidiaries former Subsidiaries are complete and accurate in all material respects; (Av) has been a member none of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 Company or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (vi) no consent its former Subsidiaries has made an election under Section 341(f) of the Code; (vi) none of the Company or its former Subsidiaries is a party to any agreement or arrangement that could reasonably be expected to result, separately or in the aggregate, in the actual or deemed payment by the Company or a former Subsidiary of any "excess parachute payments" within the meaning of Section 280G of the Code or any amount that is subject to Section 162(m) of the Code; (vii) none of the Company or its former Subsidiaries has been filed 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; (viii) all Taxes required to be withheld, collected or deposited by or with respect to IPC the Company and its former Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant Tax authority, except, in each case, to the extent that failing to so withhold, collect, deposit or pay would not have a Material Adverse Effect; (ix) none of the Company or its former Subsidiaries has issued or assumed (A) any obligations described in Section 279(b) of its subsidiaries,the Code, (B) any applicable high yield discount

Tax Returns and Tax Payments. IPC and each of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC or any of its subsidiaries is or has been a member (a "Consolidated Group") has timely filed all Tax Returns required to be filed by it and all such Tax Returns are correct and complete in all material respects. All Taxes shown on such Tax Returns have been timely paid, and IPC The Company and each of its subsidiaries has timely filed (or, as to subsidiar- ies, the Company has filed on its behalf) all Tax Returns (as defined below) required to be filed by it, has paid or accrued (or, as to subsidiaries, the Company has paid on its behalf) all Taxes for which a notice of assessment or collection (as defined below) shown thereon to be due and has been received provided (other than amounts being contested or, as to subsidiaries, the Company has made provision on its behalf of) adequate reserves in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable financial statements for any periods Taxes that end before the Effective Time of the Mergers for which no have not been paid, whether or not shown as being due on any Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereofReturns. Except as set forth in Section 3.01(k3.1(j) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has been asserted by a Tax authority or has become a lien (except for liens not yet due and payable) against the property of IPC the Company or any of its subsidiaries or is being asserted in writing against IPC the Company or any of its subsidiaries, (ii) neither IPC nor any no audit of its subsidiaries is delinquent in the payment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC or any of its subsidiaries or any Tax Return of IPC the Company or any of its subsidiaries is pending, threatened, to IPC's knowledge, or being conducted con- ducted by a Tax authority, and (iviii) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor the Company or any of its subsidiaries and is currently in effect, (v) neither IPC or . Neither the Company nor any of its subsidiaries (A) Subsidiaries is or has been a member of a Consolidated Group filing a consolidated federal income any consolidated, combined, unitary or aggregate group for Tax Return (other than purposes except such a group consisting only of the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC Company and its subsidiaries). As used herein, including liability arising from the application "Taxes" shall mean all taxes of Treasury Regulation section 1.1502-6 any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any analogous provision of statekind whatsoever, local together with any interest and any penalties, additions to tax or foreign lawadditional amounts imposed by any governmental authority, domestic or as a transferee foreign. As used herein, "Tax Return" shall mean any return, report or successor, by contract, or otherwise, (vi) no consent under Section 341(f) of the Code has been statement required to be filed with any governmental authority with respect to IPC or any of its subsidiaries,Taxes.

Tax Returns and Tax Payments. IPC (a) The Company and each of its subsidiariesSubsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC the Company or any of its subsidiaries Subsidiaries is or has been a member (a "Consolidated Group") has timely filed all Tax Returns required to be filed by it it, in material compliance with all applicable laws, and all such Tax Returns are complete and correct and complete in all material respects. All Taxes shown on such Tax Returns have been timely paid, and IPC and each of its subsidiaries has timely paid or accrued all Taxes for which a notice of assessment or collection required to be shown thereon to be due and has been received (other than amounts being contested provided adequate reserves in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable financial statements for any periods Taxes that end before the Effective Time of the Mergers for which no have not been paid, whether or not shown as being due on any Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the MergersReturns. Additionally, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereof. Except as set forth in Section 3.01(k) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of IPC the Company or a member of any of its subsidiaries Consolidated Group or is being asserted in writing against IPC the Company or a member of any of its subsidiaries, Consolidated Group except for liens for Taxes not yet due and payable; (ii) neither IPC nor any no audit of its subsidiaries is delinquent in the payment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC or any of its subsidiaries or any Tax Return of IPC the Company or a member of any of its subsidiaries Consolidated Group is pending, threatenedbeing conducted or, to IPC's knowledgethe knowledge of the Company, or being conducted threatened by a Tax authority, ; (iviii) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor the Company or a member of any of its subsidiaries Consolidated Group and is currently in effect, ; (v) neither IPC or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (viiv) no consent under Section 341(f) of the Code has been filed with respect to IPC the Company; (v) the Company is not a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) no acceleration of the vesting schedule for any property that is substantially unvested within the meaning of the regulations under Section 83 of the Code will occur in connection with the transactions contemplated by this Agreement; (vii) the Company is not and has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (viii) the Company has not been at any time a member of an affiliated group of corporations for purposes of Section 1501 of the Code that have filed consolidated returns except as a member of a Consolidated Group of which the Company is the common parent; (ix) the Company is not a party to any tax sharing or allocation agreement, nor has it given any indemnity against Taxes imposed on any other Person, that has not expired by its subsidiaries,terms or otherwise have been terminated and for which no amount is claimed to be owed; (x) the Company has not 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)

Tax Returns and Tax Payments. IPC Except for matters that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or matters that are disclosed on Schedule 3.11 or in the Financial Statements, (a) Seller and each of its subsidiariesthe Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC Seller or any of its subsidiaries the Subsidiaries is or has been a member (a "Consolidated Group") has timely filed all Tax Returns required to be filed by it it, has paid all Taxes due and has provided adequate reserves in the Financial Statements for any Taxes that have not been paid, whether or not shown as being due on any returns; (b) all such Tax Returns were and are correct and complete in all material respects. All Taxes shown on such Tax Returns have been timely paidrespects true, complete and IPC and each of its subsidiaries has timely paid or accrued all Taxes for which a notice of assessment or collection has been received correct; (other than amounts being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for any periods that end before the Effective Time of the Mergers for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereof. Except as set forth in Section 3.01(k) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of IPC or any of its subsidiaries or is being asserted in writing against IPC or any of its subsidiaries, (iic) neither IPC Seller nor any of its subsidiaries is delinquent in the payment of any Tax and have not Subsidiary has requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year Return, which have Tax Return has not since been filed; (d) except for Taxes not yet due, (iii) no material audit or other proceeding with respect to any claim for unpaid Taxes due from IPC has become a Lien against the property of Seller or any of its subsidiaries the Subsidiaries or is being asserted against Seller or any of the Subsidiaries; (e) no audit of any Tax Return of IPC Seller or any of its subsidiaries the Subsidiaries is pending, threatened, to IPC's knowledge, or being conducted by a Tax authorityauthority with regard to any Taxes or Tax Returns of Seller or any Subsidiary and no issue has been raised by any Tax authority that could, by application of the same or similar principles, reasonably be expected to result in an adjustment to any Taxes or Tax Returns of Seller or any Subsidiary in any subsequent period; (ivf) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor Seller or any of its subsidiaries the Subsidiaries and is currently in effect, ; (v) neither IPC or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC and its subsidiaries), including liability arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, (vig) no consent under Section 341(f) of the Code has been filed with respect to IPC Seller or any of its subsidiaries,the Subsidiaries; (h) neither Seller nor any of the Subsidiaries is a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by Seller or any Subsidiary of any "excess parachute payments" within the meaning of Section 280G of the Code; (i) neither Seller nor any of the Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by Seller or any Subsidiary, and the Internal Revenue Service has not proposed any such adjustment or change in accounting method; (j) none of Seller or the Subsidiaries has been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (k) Seller has not 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; (l) none of Seller or the Subsidiaries is doing business in or engaged in a trade or business in any jurisdiction in which it

Tax Returns and Tax Payments. IPC The Company and each of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which IPC or any of its ---------------------------- subsidiaries is or has been a member (a "Consolidated Group") has timely filed (or, as to subsidiaries, the Company has filed on its behalf) all Tax Returns (as defined below) required to be filed by it it, has paid (or, as to subsidiaries, the Company has paid on its behalf) all Taxes (as defined below) shown thereon to be due and all such Tax Returns are correct and complete has provided (or, as to subsidiaries, the Company has made provision on its behalf of) adequate reserves in all material respects. All its financial statements for any Taxes shown on such Tax Returns that have not been timely paid, and IPC and each of its subsidiaries has timely paid whether or accrued all Taxes for which a notice of assessment or collection has been received (other than amounts not shown as being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for due on any periods that end before the Effective Time of the Mergers for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereofReturns. Except as set forth in Section 3.01(k3.1(j) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has been asserted by a Tax authority or has become a lien (except for liens not yet due and payable) against the property of IPC the Company or any of its subsidiaries or is being asserted in writing against IPC the Company or any of its subsidiaries, (ii) neither IPC nor any no audit of its subsidiaries is delinquent in the payment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC or any of its subsidiaries or any Tax Return of IPC the Company or any of its subsidiaries is pending, threatened, to IPC's knowledge, or being conducted by a Tax authority, and (iviii) no extension of the statute of limitations on the assessment of any Taxes has been granted by IPC nor the Company or any of its subsidiaries and is currently in effect, (v) neither IPC or . Neither the Company nor any of its subsidiaries (A) Subsidiaries is or has been a member of a Consolidated Group filing a consolidated federal income any consolidated, combined, unitary or aggregate group for Tax Return (other than purposes except such a group consisting only of the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC Company and its subsidiaries). As used herein, including liability arising from the application "Taxes" shall mean all taxes of Treasury Regulation section 1.1502-6 any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any analogous provision of statekind whatsoever, local together with any interest and any penalties, additions to tax or foreign lawadditional amounts imposed by any governmental authority, domestic or as a transferee foreign. As used herein, "Tax Return" shall mean any return, report or successor, by contract, or otherwise, (vi) no consent under Section 341(f) of the Code has been statement required to be filed with any governmental authority with respect to IPC or any of its subsidiaries,Taxes.

Tax Returns and Tax Payments. IPC Except as set forth in Section 3.15 of the Company Disclosure Schedule, (i) the Company and each its subsidiaries have timely filed (or, as to subsidiaries, the Company has filed on behalf of such subsidiaries) all material Tax Returns (as defined below) required to be filed by it; (ii) the Company and its subsidiaries have paid (or, as to subsidiaries, the Company has paid on behalf of such subsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or has provided (or, as to subsidiaries, the Company has made provision on behalf of such subsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns; (iii) neither the Company nor any of its subsidiaries has granted any request that remains in effect for waivers of the time to assess any Taxes; (iv) no claim for unpaid Taxes has been asserted against the Company or any of its subsidiaries in writing by a Tax authority which, if resolved in a manner unfavorable to the Company or any of its subsidiaries, as the case may be, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (v) there are no Liens for Taxes upon the assets of the Company or any subsidiary, except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been taken; (vi) to the knowledge of the Company, no audit of any consolidated, combined, unitary or aggregate group for material Tax purposes Return of which IPC the Company or any of its subsidiaries is or has been a member (a "Consolidated Group") has timely filed all Tax Returns required to be filed by it and all such Tax Returns are correct and complete in all material respects. All Taxes shown on such Tax Returns have been timely paid, and IPC and each of its subsidiaries has timely paid or accrued all Taxes for which a notice of assessment or collection has been received (other than amounts being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, and in accordance with generally accepted accounting principles ("GAAP")) for all Taxes payable for any periods that end before the Effective Time of the Mergers for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Mergers and end after the Effective Time of the Mergers to the extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the charges, accruals and reserves for Taxes reflected in the financial statements of IPC and its subsidiaries are adequate under GAAP to cover the Tax liability accruing or payable by IPC and its subsidiaries in respect of periods prior to the date hereof. Except as set forth in Section 3.01(k) of the Disclosure Schedule: (i) no material claim for unpaid Taxes has become a lien against the property of IPC or any of its subsidiaries or is being asserted in writing against IPC or any of its subsidiaries, (ii) neither IPC nor any of its subsidiaries is delinquent in the payment of any Tax and have not requested or filed any document having the effect of causing any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed, (iii) no material audit or other proceeding with respect to any Taxes due from IPC or any of its subsidiaries or any Tax Return of IPC or any of its subsidiaries is pending, threatened, to IPC's knowledge, or being conducted by a Tax authority, ; (ivvii) no extension none of the statute Company or any of limitations on its subsidiaries has made an election under Section 341(f) of the assessment of any Taxes has been granted by IPC Code; and (viii) neither the Company nor any of its subsidiaries and is currently in effect, (v) neither IPC or any of its subsidiaries (A) has been a member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was IPC) or (B) has any liability for the Taxes of any person (other than IPC the Company and its subsidiaries), including liability arising from the application of ) under Treasury Regulation section Section 1.1502-6 (or any analogous comparable provision of state, local or foreign law). As used herein, "Taxes" shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as a transferee income, gross receipts, sales, use, ad valorem, franchise, profits, license, value added, property or successorwindfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by contractany governmental authority, domestic or otherwiseforeign. As used herein, (vi) no consent under Section 341(f) of the Code has been "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to IPC or any of its subsidiaries,Taxes. As used herein, "Code" shall mean the Code and the Treasury Regulations promulgated thereunder.