Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. The Company and its Subsidiaries have timely filed (or, as to Subsidiaries, the Company has filed on behalf of such Subsidiaries) all Tax Returns (as defined below) required to be filed by it or obtained valid extensions, which extensions have not yet expired. 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 for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstanding. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in a manner unfavorable to the Company or any of its Subsidiaries, as the case may be, would result, individually or in the aggregate, in a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material 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 provided for. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a Governmental Entity. None of the Company or any of its Subsidiaries has made an election under Section 341(f) of the Code. Neither the Company nor any of its Subsidiaries has any liability for Taxes of any individual or entity, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) or by other reason of law (including transferee or successor liability), or as a result of any contractual

Tax Returns and Tax Payments. The Company and each of its Subsidiaries have has timely filed all returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes (or, as to Subsidiaries, the Company has filed on behalf of such Subsidiaries) all "Tax Returns (as defined belowReturns") required to be filed by it or obtained valid extensionsit, which extensions have not yet expired. The Company and its Subsidiaries have paid (orall such Tax Returns are true, as to Subsidiaries, the Company has paid on behalf of such Subsidiaries) correct and complete in all material respects and all Taxes (as defined below) shown thereon to be due on such Tax Returns or has provided (or, as to Subsidiaries, the Company has made provision on behalf of such Subsidiaries for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither except where the Company nor any of its Subsidiaries has requested any extension of time within which failure to file any Tax Returns in respect of any taxable year which so have not since been timely filed, except for to be true, correct or complete or to have paid such extensions that Taxes has not had and could not reasonably be expected to have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstandinga Material Adverse Effect. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in tax authority or has become a manner unfavorable to Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, as the case may be, would result, individually or in the aggregate, in a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material 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 provided for. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a Governmental Entity. None tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the statute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries has made an election under Section 341(f) of the Codeand currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any liability for Taxes of obligation under any individual tax sharing or entityallocation agreement or similar agreement or arrangement, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization (other than as among the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or . For purposes of this Agreement, "Tax" means any comparable provision of federal, state, local or foreign law) income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or by other reason of law (including transferee added minimum, ad valorem, transfer or successor liability)excise tax, or as a result any other tax or other like assessment or charge of any contractualkind whatsoever, together with any interest or penalty, imposed by any Governmental Entity.

Tax Returns and Tax Payments. The (a) Except as disclosed in Company Disclosure Schedule 3.09(a), each of the Company and its Subsidiaries have timely filed (or, as to Subsidiaries, the Company Subsidiaries has filed on behalf of such Subsidiaries) all Tax Returns (as defined below) tax returns and reports required to be filed by it (or obtained valid extensions, which requests for extensions to file such returns or reports have been timely filed and granted and have not yet expired. The Company ) and its Subsidiaries have paid (or, as to Subsidiaries, the Company has paid on behalf of all such Subsidiaries) tax returns and reports were complete and accurate in 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 for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been respects when filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstanding. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in a manner unfavorable to the Company extent that such failures to file, to have extensions granted that remain in effect or any of its Subsidiariesto be complete and accurate in all respects, as the case may beapplicable, would resultnot, individually or in the aggregate, in have a material Tax liability to adverse effect on the Company and its Subsidiaries taken as a whole. There are Except as disclosed on Company Disclosure Schedule 3.09(a), the Company and each Company Subsidiary has paid (or the Company has paid on its behalf) or has accrued on its financial statements all taxes shown as due on such tax returns and reports. The most recent Company Financial Statements reflect an adequate reserve for all taxes payable by the Company and Company Subsidiaries for all taxable periods and portions thereof accrued through the date of such Company Financial Statements. Except as disclosed on Company Disclosure Schedule 3.09(a), the Company has received no material Liens written notice of deficiencies for Taxes upon the assets of any taxes proposed, asserted or assessed against the Company or any Company Subsidiary that are not adequately reserved for, except for Liens any inadequately reserved taxes and inadequately reserved deficiencies that, individually or in the aggregate, would not be material to the Company and its subsidiaries taken as a whole. Except as disclosed on Company Disclosure Schedule 3.09(a), no requests for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect waivers of the time to which adequate reserves have been provided for. No audit of assess any Tax Return of taxes against the Company or any Company Subsidiary have been granted or are pending, except for requests with respect to such taxes that have been adequately reserved for in the most recent Company Financial Statements or, to the extent not adequately reserved, the assessment of its Subsidiaries is being conducted by a Governmental Entity. None of which would not, individually or in the Company or any of its Subsidiaries has made an election under Section 341(f) of the Code. Neither the Company nor any of its Subsidiaries has any liability for Taxes of any individual or entityaggregate, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization (other than be material to the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) or by other reason of law (including transferee or successor liability), or subsidiaries taken as a result of any contractualwhole.

Tax Returns and Tax Payments. The Company and Company, each of its Subsidiaries have and ----------------------------- any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes (or, as to Subsidiaries, the Company has filed on behalf of such Subsidiaries) all Tax Returns (as defined belowTaxReturns) required to be filed by it ---------- it, and all such Tax Returns are true, correct and complete in all material respects, and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or obtained valid extensionscomplete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, which extensions have to the extent required by GAAP, with respect to the payment of all material Taxes not yet expired. The due and payable with respect to the result of operations of the Company and its Subsidiaries have paid (or, as to Subsidiaries, through 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 for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstandingdate hereof. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in tax authority or has become a manner unfavorable to Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, as the case may be, would result, individually which claim or in the aggregate, in Lien has had or reasonably could be expected to have a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material 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 provided forMaterial Adverse Effect. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a Governmental Entity. None of or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has made an election under Section 341(f) been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the Codestatute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any liability for Taxes of obligation under any individual tax sharing or entity, including, but not limited to, any corporation, partnership, limited liability company, trust allocation agreement or unincorporated organization similar agreement or arrangement (other than among the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or ). For purposes of this Agreement Tax means any comparable provision of federal, state, local or foreign law) --- income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or by other reason of law (including transferee added minimum, ad valorem, transfer or successor liability)excise tax, or as a result any other tax, custom, duty, governmental fee or other like assessment or charge of any contractualkind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. For purposes of this Agreement PermittedLien means (a) liens, pledges, security interests, ------------- claims or other encumbrances (Encumbrances) securing Taxes, assessments, ------------ governmental charges or levies, all of which are not yet due and payable or as to which adequate reserves have been established in the Company's financial statements and that may thereafter be paid without penalty, (b) mechanics', carriers', workmen's, repairmen's, and other similar Encumbrances incurred in the ordinary course of business consistent with past practice, or (c) such other liens which, individually and in the aggregate, do not and will not materially detract from the value of any of the property or assets of the Company or its Subsidiaries or materially interfere with the use thereof.

Tax Returns and Tax Payments. The Company and its Subsidiaries have timely filed (or, as to Subsidiaries, the Company has filed on behalf of such Subsidiaries) all Tax Returns (as defined below) required to be filed by it it, except to the extent that any failure to have filed would not, individually or obtained valid extensionsin the aggregate, which extensions have not yet expireda Material Adverse Effect on the Company. 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 forSubsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns , in respect of any taxable year which have not since been filedeach case, except for such extensions to the extent that any failure so to pay or reserve would not, individually or in the aggregate, have not yet expired, nor made any request for waivers of a Material Adverse Effect on the time to assess any Taxes that are pending or outstandingCompany. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity Tax authority which, if resolved in a manner unfavorable to the Company or any of its Subsidiaries, as the case may be, would result, individually or in the aggregate, (x) in the case of U.S. federal income taxes, in a material Tax liability to the Company and its Subsidiaries Subsidiaries, taken as a whole, and (y) in all other cases a Tax liability having a Material Adverse Effect on the Company. There are no material 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 provided fortaken. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a Governmental EntityTax authority, which, if resolved in a manner unfavorable to the Company or any of its Subsidiaries, as the case may be, would result, individually or in the aggregate, in a Tax liability having a Material Adverse Effect on the Company. None No extension of the statute of limitations on the assessment of any Federal income Taxes has been granted by the Company or any of its Subsidiaries has made an election under Section 341(f) of the Codethat is currently in effect. Neither the Company nor any of its Subsidiaries has any liability for Taxes As used herein, "Taxes" shall mean all taxes of any individual or entitykind, including, but not limited towithout limitation, any corporationthose on or measured by or referred to as income, partnershipgross receipts, limited liability companysales, trust use, ad valorem, franchise, profits, license, value added, property or unincorporated organization (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (windfall profits taxes, customs, duties or any comparable provision of statesimilar fees, local assessments or foreign law) or by other reason of law (including transferee or successor liability), or as a result charges of any contractualkind 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. 3.12

Tax Returns and Tax Payments. (a) The Company and its Subsidiaries have has timely filed (or, as to Subsidiaries, with the Company has filed on behalf of such Subsidiaries) appropriate taxing authorities all Tax Returns (as defined below) required to be filed by it or obtained valid (taking into account all applicable extensions, which extensions have not yet expired). 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 All such Tax Returns or has provided (orare true, as to Subsidiaries, correct and complete in all respects. All Taxes due and owing by the Company has made provision on behalf of such Subsidiaries for) reserves in its financial statements for any Taxes that have not been paid, paid (whether or not shown as being due on any Tax ReturnsReturn and whether or not any Tax Return was required), except to the extent that any failure to timely pay, whether individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. Neither All Tax Returns required to be filed on or before the Closing Date by the Company nor will be, timely filed. Such Tax Returns will be, true, complete and correct in all respects. All Taxes due and owing by the Company (whether or not shown on any Tax Return) will be, timely paid. The Company is not currently the beneficiary of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of Return or pay any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstandingTax. No claim for unpaid Taxes has ever been asserted against the Company or any of its Subsidiaries made in writing by a Governmental Entity which, if resolved in a manner unfavorable or otherwise addressed to the Company or any of its Subsidiaries, as the case may be, would result, individually or in the aggregate, by a taxing authority in a material Tax liability to jurisdiction where the Company and its Subsidiaries taken as a wholedoes not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no material Liens for The unpaid 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 provided for. No audit of any Tax Return did not, as of the Company or Balance Sheet Date, exceed the reserve for Tax liability (excluding any of its Subsidiaries is being conducted by a Governmental Entity. None reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company or any of its Subsidiaries has made an election under Section 341(f) of the Code. Neither Balance Sheet Date, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes outside the ordinary course of any individual or entitybusiness consistent with past custom and practice. As of the Closing Date, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization (other than the unpaid Taxes of the Company and its SubsidiariesSubsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) under Treasury Regulation Section 1.1502-6 (or any comparable provision set forth on the books and records of state, local or foreign law) or by other reason of law (including transferee or successor liability), or as a result of any contractualthe Company.

Tax Returns and Tax Payments. The Company IPC and each of its Subsidiaries have 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 behalf of such Subsidiaries) all Tax Returns (as defined below) required to be filed by it or obtained valid extensions, which extensions have not yet expiredand all such Tax Returns are correct and complete in all material respects. The Company and its Subsidiaries have paid (or, as to Subsidiaries, the Company has paid on behalf of such Subsidiaries) all All Taxes (as defined below) shown to be due 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 provided been received (orother than amounts being contested in good faith by appropriate proceedings). IPC and its subsidiaries have made adequate provision (to the extent required by, as 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 Subsidiariesthe extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Mergers, and the Company has made provision on behalf of such Subsidiaries for) charges, accruals and reserves for Taxes reflected in its 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 Taxes that have not been paidof its subsidiaries or is being asserted in writing against IPC or any of its subsidiaries, whether or not shown as being due on any Tax Returns. Neither the Company (ii) neither IPC nor any of its Subsidiaries has 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 taxable fiscal year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time (iii) no material audit or other proceeding with respect to assess any Taxes that are pending or outstanding. No claim for unpaid Taxes has been asserted against the Company due from IPC or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in a manner unfavorable to the Company subsidiaries or any Tax Return of IPC or any of its Subsidiariessubsidiaries is pending, as the case may bethreatened, would resultto IPC's knowledge, individually or in the aggregatebeing conducted by a Tax authority, in a material Tax liability to the Company and its Subsidiaries taken as a whole. There are (iv) no material Liens for Taxes upon the assets extension 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 provided for. No audit statute of limitations on the assessment of any Tax Return Taxes has been granted by IPC nor any of the Company its subsidiaries and is currently in effect, (v) neither IPC or any of its Subsidiaries is being conducted by subsidiaries (A) has been a Governmental Entity. None member of a Consolidated Group filing a consolidated federal income Tax Return (other than a group the Company common parent of which was IPC) or any of its Subsidiaries has made an election under Section 341(f(B) of the Code. Neither the Company nor any of its Subsidiaries has any liability for the Taxes of any individual or entity, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization person (other than the Company IPC and its Subsidiaries) under subsidiaries), including liability arising from the application of Treasury Regulation Section section 1.1502-6 (or any comparable analogous provision of state, local or foreign law) or by other reason of law (including transferee or successor liability), or as a result 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 contractualof its subsidiaries, and (vii) all Taxes required to be withheld, collected or deposited by or with respect to

Tax Returns and Tax Payments. The Company and its Subsidiaries subsidiaries have timely filed (or, as to Subsidiariessubsidiaries, the Company has filed on behalf of such Subsidiariessubsidiaries) all material Tax Returns (as defined below) required to be filed by it or obtained valid extensions, which extensions have not yet expiredit. The Company and its Subsidiaries subsidiaries have paid (or, as to Subsidiariessubsidiaries, the Company has paid on behalf of such Subsidiariessubsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or has provided (or, as to Subsidiariessubsidiaries, the Company has made provision on behalf of such Subsidiaries forsubsidiaries) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns, except such Taxes which, if unpaid or unreserved, would not reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made granted any request that remains in effect for waivers of the time to assess any Taxes that are pending or outstandingTaxes. No Except as disclosed in Section 3.15 of the Company's Disclosure Schedule, to the Company's knowledge, no claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries subsidiaries in writing by a Governmental Entity Tax authority which, if resolved in a manner unfavorable to the Company or any of its Subsidiariessubsidiaries, as the case may be, would resultreasonably be expected to have, individually or in the aggregate, in a material Tax liability to the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect. There are no material Liens for Taxes upon the assets of the Company or any Subsidiary 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 provided fortaken. No Except as discussed in Section 3.15 of the Company Disclosure Schedule, to the Company's knowledge, no audit of any material Tax Return of the Company or any of its Subsidiaries subsidiaries is being conducted by a Governmental EntityTax authority. None of the Company or any of its Subsidiaries subsidiaries has made an election under Section 341(f) of the Code. Neither Except as disclosed in Section 3.15 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries has any liability for Taxes of any individual or entity, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization person (other than the Company and its Subsidiariessubsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) or by other reason of law (including transferee or successor liability). As used herein, or as a result "Taxes" shall mean all taxes of any contractualkind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, value added, property or windfall profits taxes, customs, duties, assessments or similar taxes 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. As used herein, "Code" shall mean the Code and the Treasury Regulations promulgated thereunder.

Tax Returns and Tax Payments. The Company, each of its -------------------------------- Subsidiaries and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes ("Tax Returns") required to ----------- be filed by it, and all such Tax Returns are true, correct and complete in all material respects, and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, to the extent required by GAAP, with respect to the payment of all material Taxes not yet due and payable with respect to the result of operations of the Company and its Subsidiaries have timely filed (or, as to Subsidiaries, through the Company has filed on behalf of such Subsidiaries) all Tax Returns (as defined below) required to be filed by it or obtained valid extensions, which extensions have not yet expired. 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 for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstandingdate hereof. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in tax authority or has become a manner unfavorable to Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, as the case may be, would result, individually which claim or in the aggregate, in Lien has had or reasonably could be expected to have a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material 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 provided forMaterial Adverse Effect. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a Governmental Entity. None of or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has made an election under Section 341(f) been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the Codestatute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any liability for Taxes of obligation under any individual tax sharing or entity, including, but not limited to, any corporation, partnership, limited liability company, trust allocation agreement or unincorporated organization similar agreement or arrangement (other than among the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or ). For purposes of this Agreement "Tax" --- means any comparable provision of federal, state, local or foreign law) income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or by other reason of law (including transferee added minimum, ad valorem, transfer or successor liability)excise tax, or as a result any other tax, custom, duty, governmental fee or other like assessment or charge of any contractualkind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. For purposes of this Agreement "Permitted Lien" means -------------- (a) liens, pledges, security interests, claims or other encumbrances ("Encumbrances") securing Taxes, assessments, governmental charges or levies, --- all of which are not yet due and payable or as to which adequate reserves have been established in the Company's financial statements and that may thereafter be paid without penalty, (b) mechanics', carriers', workmen's, repairmen's, and other similar Encumbrances incurred in the ordinary course of business consistent with past practice, or (c) such other liens which, individually and in the aggregate, do not and will not materially detract from the value of any of the property or assets of the Company or its Subsidiaries or materially interfere with the use thereof.

Tax Returns and Tax Payments. The Company and its Subsidiaries have timely filed (or, Except as provided in Section 4.8(c) with respect to Subsidiaries, the Company has filed on behalf of such Subsidiaries) all Income Tax Returns for taxable periods (as defined belowor portions thereof) required ending on or before the Closing Date, Buyer shall cause to be prepared and filed by it or obtained valid extensions, which extensions have not yet expired. 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 for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in with respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstanding. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in a manner unfavorable to the Company or any of its Subsidiaries, as the case may be, would result, individually or in the aggregate, in a material Tax liability to the Company and its Subsidiaries taken that are due subsequent to the Closing Date. Any Tax Return for a taxable period ending before the Closing Date (a “Prior Period Return”), and any Tax Return for a taxable period beginning before, and ending after, the Closing Date (a “Straddle Period Return”) shall be prepared, where relevant, in a manner consistent with the Company’s past practices except as otherwise required by applicable law. Taxes (other than Income Taxes) for a wholeStraddle Period shall be allocated between the pre-Closing and post-Closing portions of a Straddle Period based on the ratio of the number of days in the pre-Closing and post-Closing portions of such period. There are no material Liens Seller shall be responsible for Taxes upon for the assets taxable periods ending on or before the Closing Date, including Seller’s Portion of a Straddle Period, except to the extent such Taxes were reflected in the Company Interim Balance Sheet (“Pre-Closing Taxes”), and Seller shall be entitled to any refund of such Taxes; provided, however, that in the case of employment or payroll Taxes , the amount of such Taxes reflected on the Company Interim Balance Sheet shall be adjusted under GAAP in accordance with the Company’s historic practices to properly reflect any wages paid by the Company, or any payments of such Taxes made by the Company, between the date of the Company Interim Balance Sheet and the Closing Date. Buyer shall be responsible for all Taxes for the periods ending after the Closing Date (other than Seller’s Portion of a Straddle Period) and Buyer shall be entitled to any refund of such Taxes (other than a refund attributable to Seller’s Portion of a Straddle Period). If any party or its Affiliate receives a refund (or credit against a Tax payment obligation) to which another party is entitled under this Section 4.8, the party that received the refund (or credit against a Tax payment obligation) shall pay over the amount thereof to the party entitled thereto within five (5) Business Days after receipt (or request for application as a credit against a Tax payment obligation). Buyer shall provide to the Seller all Prior Period Returns and all Straddle Period Returns (including a computation of Seller’s Portion of any Subsidiary except Tax that is due) at least ten (10) Business Days prior to the due date for Liens such returns, including extensions, for Taxes not yet the Seller’s review. Any dispute between Buyer and the Seller as to the proper reporting of an item on a Prior Period Return or a Straddle Period Return shall be resolved by the Independent Accounting Firm, whose decision shall be binding on both Buyer and Seller. Seller shall pay Seller’s Portion of any Tax due and payable to Buyer no later than five (5) Business Days prior to the due date of any Prior Period Return or for Straddle Period Return. Seller’s Portion of such Tax shall be reduced by any such Prior Period or Straddle Period Taxes that are being disputed included in good faith by appropriate proceedings and with respect to which adequate reserves have been provided for. No audit of any Tax Return of current liabilities as reflected in the Company or any of its Subsidiaries is being conducted by a Governmental Entity. None of the Company or any of its Subsidiaries has made an election under Section 341(f) of the Code. Neither the Company nor any of its Subsidiaries has any liability for Taxes of any individual or entity, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) or by other reason of law (including transferee or successor liability), or as a result of any contractualInterim Balance Sheet.

Tax Returns and Tax Payments. The Company and Company, each of its Subsidiaries have and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes (or, as to Subsidiaries, the Company has filed on behalf of such Subsidiaries) all "Tax Returns (as defined belowReturns") required to be filed by it it, and all such Tax Returns are true, correct and complete in all material respects and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or obtained valid extensionscomplete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, which extensions have to the extent required by GAAP, with respect to the payment of all material Taxes not yet expired. The due and payable with respect to the results of operations of the Company and its Subsidiaries have paid (or, as to Subsidiaries, through 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 for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstandingdate hereof. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in tax authority or has become a manner unfavorable to Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, as the case may be, would result, individually or in the aggregate, in a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material 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 provided for. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a Governmental Entity. None of or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has made an election under Section 341(f) been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the Codestatute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither Except as set forth in Schedule 3.16 the Disclosure Schedule neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any liability for Taxes of obligation under any individual tax sharing or entityallocation agreement or similar agreement or arrangement, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization (other than (x) as among the Company and its Subsidiaries, and (y) under Treasury Regulation Section 1.1502-6 (or that Tax Allocation Agreement dated as of August 5, 1997, by and among ENSERCH Corporation, a Texas corporation, Texas Utilities Company, a Texas corporation, and the Company. For purposes of this Agreement "Tax" means any comparable provision of federal, state, local or foreign lawincome, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. To the Company's Knowledge, none of the purchase and sale of the Shares, the exercise of the Warrants and the consummation of the other transactions contemplated hereby and by the other Transaction Documents are part of a plan (or series of related transactions) pursuant to which one or more Persons will acquire, directly or indirectly, Capital Stock representing a fifty percent (50%) or by other reason greater interest in the Company, within the meaning of law (including transferee or successor liability), or as a result Section 355(e) of any contractualthe Code.

Tax Returns and Tax Payments. The Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its Subsidiaries have is or has been a member (a "Consolidated Group") has timely filed (or, as to Subsidiaries, the Company has filed on behalf of such Subsidiaries) all Tax Returns (as defined below) required to be filed by it or obtained valid extensions, which extensions have not yet expiredand has paid all Taxes shown thereon to be due. The Company and its Subsidiaries have paid made or prior to the Closing will make adequate provision (orto the extent required by, as and in accordance with GAAP) for all Taxes payable for any periods that end before the Effective Time of the Merger for which no Tax Returns have yet been filed and for any periods that begin before the Effective Time of the Merger and end after the Effective Time of the Merger to Subsidiariesthe extent such Taxes are attributable to the portion of any such period ending at the Effective Time of the Merger, and the charges, accruals and reserves for Taxes reflected in the financial statements of the Company has paid on behalf of such Subsidiaries) all Taxes (as defined below) shown and its Subsidiaries are adequate under GAAP to be due on such cover the Tax Returns liability accruing or has provided (or, as to Subsidiaries, payable by the Company has made provision on behalf of such Subsidiaries for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of and its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of periods prior to the time to assess any Taxes that are pending or outstandingdate hereof. No Except as set forth in the Company Disclosure Schedule: (i) no material claim for unpaid Taxes has been become a lien against the property of the Company or any of its Subsidiaries or is being asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity whichSubsidiaries, if resolved in a manner unfavorable (ii) no audit or other proceeding with respect to any Taxes due from the Company or any of its Subsidiaries, as the case may be, would result, individually Subsidiaries or in the aggregate, in a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material 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 provided for. No audit of any Tax Return of the Company or any of its Subsidiaries is pending, threatened, to the best of the Company's knowledge, or being conducted by a Governmental Entity. None Tax Authority, and (iii) no extension of the Company or statute of limitations on the assessment of any of its Subsidiaries Taxes has made an election under Section 341(f) of the Code. Neither been granted by the Company nor any of its Subsidiaries and is currently in effect, (iv) neither the Company nor 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 the Company) or (B) has any liability for the Taxes of any individual or entity, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization person (other than the Company and its Subsidiaries) under ), including liability arising from the application of Treasury Regulation Section section 1.1502-6 (or any comparable analogous provision of state, local or foreign law) or by other reason of law (including transferee or successor liability), or as a result transferee or successor, by contract, or otherwise, (v) no consent under Section 341(f) of the Code has been filed with respect to the Company or any of its 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 contractualkind, 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 governments[ 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. The Company and Company, each of its Subsidiaries have and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes (or, as to Subsidiaries, the Company has filed on behalf of such Subsidiaries) all "Tax Returns (as defined belowReturns") required to be filed by it it, and all such Tax Returns are true, correct and complete in all material respects, and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or obtained valid extensionscomplete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, which extensions have to the extent required by GAAP, with respect to the payment of all material Taxes not yet expired. The due and payable with respect to the result of operations of the Company and its Subsidiaries have paid (or, as to Subsidiaries, through 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 for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstandingdate hereof. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in tax authority or has become a manner unfavorable to Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, as the case may be, would result, individually which claim or in the aggregate, in Lien has had or reasonably could be expected to have a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material 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 provided forMaterial Adverse Effect. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a Governmental Entity. None of or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has made an election under Section 341(f) been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the Codestatute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any liability for Taxes of obligation under any individual tax sharing or entity, including, but not limited to, any corporation, partnership, limited liability company, trust allocation agreement or unincorporated organization similar agreement or arrangement (other than among the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or ). For purposes of this Agreement "Tax" means any comparable provision of federal, state, local or foreign law) income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or by other reason of law (including transferee added minimum, ad valorem, transfer or successor liability)excise tax, or as a result any other tax, custom, duty, governmental fee or other like assessment or charge of any contractualkind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. For purposes of this Agreement "Permitted Lien" means (a) liens, pledges, security interests, claims or other encumbrances ("Encumbrances") securing Taxes, assessments, governmental charges or levies, all of which are not yet due and payable or as to which adequate reserves have been established in the Company's financial statements and that may thereafter be paid without penalty, (b) mechanics', carriers', workmen's, repairmen's, and other similar Encumbrances incurred in the ordinary course of business consistent with past practice, or (c) such other liens which, individually and in the aggregate, do not and will not materially detract from the value of any of the property or assets of the Company or its Subsidiaries or materially interfere with the use thereof.

Tax Returns and Tax Payments. The Company, each of its -------------------------------- Subsidiaries and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member has timely filed all material returns, reports or statements required to be filed with any Governmental Entity with respect to Taxes ("Tax Returns") required to ----------- be filed by it, and all such Tax Returns are true, correct and complete in all material respects, and all Taxes shown thereon to be due have been paid, except where the failure to so have timely filed, to be true, correct or complete or to have paid such Taxes has not had and could not reasonably be expected to have a Material Adverse Effect. The Company has established reserves, to the extent required by GAAP, with respect to the payment of all material Taxes not yet due and payable with respect to the result of operations of the Company and its Subsidiaries have timely filed (or, as to Subsidiaries, through the Company has filed on behalf of such Subsidiaries) all Tax Returns (as defined below) required to be filed by it or obtained valid extensions, which extensions have not yet expired. 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 for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstandingdate hereof. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in tax authority or has become a manner unfavorable to Lien (except for Permitted Liens) against the property of the Company or any of its Subsidiaries, as the case may be, would result, individually which claim or in the aggregate, in Lien has had or reasonably could be expected to have a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material 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 provided forMaterial Adverse Effect. No audit of any Tax Return of the Company or any of its Subsidiaries is being conducted by a Governmental Entity. None of or any affiliated, consolidated, combined, unitary or similar group in which the Company or any of its Subsidiaries is or has made an election under Section 341(f) been a member is being conducted by a tax authority, which audit reasonably could be expected to have a Material Adverse Effect, and no extension of the Codestatute of limitations on the assessment of any material Taxes has been granted by the Company or any of its Subsidiaries and currently is in effect. Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any liability for Taxes of obligation under any individual tax sharing or entity, including, but not limited to, any corporation, partnership, limited liability company, trust allocation agreement or unincorporated organization similar agreement or arrangement (other than among the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or ). For purposes of this Agreement "Tax" means any comparable provision of --- federal, state, local or foreign law) income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or by other reason of law (including transferee added minimum, ad valorem, transfer or successor liability)excise tax, or as a result any other tax, custom, duty, governmental fee or other like assessment or charge of any contractualkind whatsoever, together with any interest or penalty, imposed by any Governmental Entity. For purposes of this Agreement "Permitted Lien" means -------------- (a) liens, pledges, security interests, claims or other encumbrances ("Encumbrances") securing Taxes, assessments, governmental charges or levies, ----- all of which are not yet due and payable or as to which adequate reserves have been established in the Company's financial statements and that may thereafter be paid without penalty, (b) mechanics', carriers', workmen's, repairmen's, and other similar Encumbrances incurred in the ordinary course of business consistent with past practice, or (c) such other liens which, individually and in the aggregate, do not and will not materially detract from the value of any of the property or assets of the Company or its Subsidiaries or materially interfere with the use thereof.

Tax Returns and Tax Payments. The Except as disclosed in Section 3.14 of the Company Disclosure Schedule, the Company and its Subsidiaries subsidiaries have timely filed (or, as to Subsidiariessubsidiaries, the Company has timely filed on behalf of such Subsidiariessubsidiaries) all material Tax Returns (as defined below) required to be filed by it or obtained valid extensionsit. Except as disclosed in Section 3.14 of the Company Disclosure Schedule, which extensions have not yet expiredall such tax returns are correct and complete in all material respects. The Except as disclosed in Section 3.14 of the Company Disclosure Schedule, the Company and its Subsidiaries subsidiaries have timely paid (or, as to Subsidiariessubsidiaries, the Company has timely paid on behalf of such Subsidiariessubsidiaries) all Taxes (as defined below) shown to be due on such Tax Returns or and has provided (or, as to Subsidiariessubsidiaries, the Company has made provision on behalf of such Subsidiaries for) subsidiaries), in accordance with GAAP, reserves in its financial statements most recent SEC Financial Statements for any Taxes that have not been paidpaid (exclusive of reserves representing differences in timing between tax and book income), whether or not shown as being due on any Tax Returns. Neither the Company nor any of its Subsidiaries subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any U.S. Taxes or any material non-U.S. Taxes that are pending or outstanding. No claim for unpaid Taxes has been asserted against the Company or any of its Subsidiaries subsidiaries in writing by a Governmental Entity Tax authority which, if resolved in a manner unfavorable to the Company or any of its Subsidiariessubsidiaries, as the case may be, would result, individually or in the aggregate, reasonably be expected to result in a material Tax liability to the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect. There are no material Liens for Taxes upon the assets of the Company or any Subsidiary that would reasonably be expected to result in a Company Material Adverse Effect except for Liens for Taxes not yet due and payable or for Taxes that are being disputed in good faith by appropriate proceedings and proceedings, with respect to which Liens adequate reserves have been provided fortaken. No Except as disclosed in Section 3.14 of the Company Disclosure Schedule, no audit of any Tax Return of the Company or any of its Subsidiaries subsidiaries is being conducted by a Governmental EntityTax authority. None of Neither the Company or nor any of its Subsidiaries subsidiaries has made an election under Section 341(f) of the Code. Except as disclosed in Section 3.14 of the Company Disclosure Schedule, none of the Company and its subsidiaries has made any payments, is obligated to make any payments, or is party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code Section 280G or Code Section 162(m). None of the Company and its subsidiaries is party to any Tax allocation or sharing agreement. None of the Company and its subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date under Code Section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax law); (B) "closing agreement" as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (C) material deferred intercompany gains or any material excess loss accounts described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) material prepaid amounts received on or prior to the Closing Date. The Company and its subsidiaries have not joined in filing a consolidated return as members of a consolidated group that included the corporation that distributed the stock of SLC Technologies, Inc. in a spin-off on October 10, 1997 (the "Spin-Off") for any tax year of that group beginning after December 31, 1997. The Internal Revenue Service has issued a private letter ruling (the "Ruling") that the Spin-Off was tax-free pursuant to Section 355 of the Code. The Internal Revenue Service has issued a supplemental private letter ruling that the merger of SLC Technologies, Inc. into the Company, which occurred in May, 2000, would satisfy certain of the representations made in connection with the Ruling and that the provisions of the Ruling that the Spin-Off was tax-free to the distributing corporation and its shareholders under Section 355 of the Code would remain in full force and effect upon and following completion of the merger. All factual representations made pursuant to each such ruling request were correct and accurate in all material respects when made and thereafter no material facts represented therein have changed. Except as disclosed in Section 3.14 of the Company Disclosure Schedule, neither the Company nor its U.S. subsidiaries has a permanent establishment or tax presence outside of its country of incorporation or organization. Neither the Company nor any of its Subsidiaries has subsidiaries have taken any liability for Taxes of action or failed to take any individual or entity, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization (other than action that would cause the Company Offer and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) or by other reason of law (including transferee or successor liability), or the Merger to fail to qualify as a result tax-free reorganization under Section 368(a) of any contractualthe Code, and no facts exist that would cause the Offer and the Merger to fail to so qualify.

Tax Returns and Tax Payments. (a) The Company and its Subsidiaries have Operating Subsidiary has timely filed (or, as to Subsidiaries, with the Company has filed on behalf of such Subsidiaries) appropriate taxing authorities all Tax Returns (as defined below) required to be filed by it or obtained valid (taking into account all applicable extensions, which extensions have not yet expired). 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 All such Tax Returns or has provided are true, correct and complete in all respects. All Taxes due and owing by the Operating Subsidiary have been paid (or, as to Subsidiaries, the Company has made provision on behalf of such Subsidiaries for) reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any Tax ReturnsReturn and whether or not any Tax Return was required), except to the extent that any failure to timely pay, whether individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Operating Subsidiary. Neither All Tax Returns required to be filed on or before the Company nor Closing Date by the Operating Subsidiary will be, timely filed. Such Tax Returns will be, true, complete and correct in all respects. All Taxes due and owing by the Operating Subsidiary (whether or not shown on any Tax Return) will be, timely paid. The Operating Subsidiary is not currently the beneficiary of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of Return or pay any taxable year which have not since been filed, except for such extensions that have not yet expired, nor made any request for waivers of the time to assess any Taxes that are pending or outstandingTax. No claim for has ever been made in writing or otherwise addressed to the Operating Subsidiary by a taxing authority in a jurisdiction where the Operating Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes has been asserted against of the Company or any of its Subsidiaries in writing by a Governmental Entity which, if resolved in a manner unfavorable to the Company or any of its SubsidiariesOperating Subsidiary did not, as the case may be, would result, individually or in the aggregate, in a material Tax liability to the Company and its Subsidiaries taken as a whole. There are no material Liens for Taxes upon the assets of the Company or Balance Sheet Date, exceed the reserve for Tax liability (excluding any Subsidiary except reserve for Liens for deferred Taxes not yet due established to reflect timing differences between book and payable or for Taxes that are being disputed in good faith by appropriate proceedings and with respect to which adequate reserves have been provided for. No audit of any Tax Return income) set forth on the face of the Company or financial statements (rather than in any of its Subsidiaries is being conducted by a Governmental Entitynotes thereto). None of Since the Company or any of its Subsidiaries has made an election under Section 341(f) of Balance Sheet Date, neither the Code. Neither the Company Operating Subsidiary nor any of its Subsidiaries has incurred any liability for Taxes outside the ordinary course of any individual or entity, including, but not limited to, any corporation, partnership, limited liability company, trust or unincorporated organization (other than the Company business consistent with past custom and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign law) or by other reason of law (including transferee or successor liability), or as a result of any contractualpractice.