Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. AmeriDyne has duly filed all federal, state, local and other tax returns required to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations by the Internal Revenue Service (the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereon.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all Tax Returns of the Company and each Subsidiary due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, state, local and deposits of Taxes or other tax returns required payments relating to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are Taxes due and payable pursuant to such returns owing by the Company and each Subsidiary (whether or pursuant to not shown on any assessment Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns of the Company or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet any Subsidiary were or are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns of the Company or any Subsidiary have been paid in full, accrued on the books of the Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company or any Subsidiary are being asserted, proposed or, to the Knowledge of any Member, threatened, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of any Member, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of the Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Internal Revenue Service (the "IRS") Company or any Subsidiary or any other taxing authority have been paid, fully settled matter pending between the Company or adequately provided for in the AmeriDyne Balance Sheet. There any Subsidiary and any Taxing authority; (ix) there are no Liens against any assets or property of the Company or any of its Subsidiaries for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending claims asserted for taxes or, to the Knowledge of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending any Member, threatened; (x) neither the statutory period of limitation applicable Company nor any Subsidiary is a party to any tax return Tax allocation, sharing or indemnification agreement under which the Company or any Subsidiary will have any Liability after the Closing; (xi) neither the Company nor any Subsidiary has any Liability for the Taxes of AmeriDyne any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or any period. AmeriDyne similar provision of Law), as a transferee or successor, by contract, or otherwise; and (xiii) the Company and each Subsidiary has made at all estimated income tax deposits times used proper accounting methods and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereoncomputing their Tax Liability.

Tax Returns; Taxes. AmeriDyne has duly filed Except as otherwise disclosed on Schedule 4.13: (i) all federal, state, local and other tax returns material Tax Returns of Sellers on which are required to be filed by it reported Potential Successor Taxes and has duly paid or made adequate provision for the payment of all taxes which are due to have been filed through the date hereof (taking into account applicable extensions) in accordance with any applicable Laws have been duly filed and payable pursuant to such returns or pursuant to any assessment with respect to taxes are true, correct and complete in such jurisdictions, all material respects; (ii) all material Potential Successor Taxes due and owing by Sellers (whether or not shown on any Tax Return) have been paid in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet full or are being diligently contested in good faith by appropriate proceedings; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiii) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies in Potential Successor Taxes asserted as a result of any examinations by the Internal Revenue Service (the "IRS") or examination of any other taxing authority Tax Return have been paidpaid in full, fully settled accrued on the books of Sellers, or adequately provided finally settled; (iv) no claims have been asserted and no proposals or deficiencies for any Potential Successor Taxes are being asserted, proposed or threatened, in the AmeriDyne Balance Sheet. There writing; (v) no claim has ever been made against any Seller by any Governmental Entity in a jurisdiction where such Seller does not file Tax Returns on which are required to be reported Potential Successor Taxes, and where it has not paid Potential Successor Taxes, that such Seller is or may be subject to taxation with respect to Potential Successor Taxes; (vi) Sellers have withheld and paid all material Potential Successor Taxes required to have been paid by Sellers in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (vii) there are no pending claims asserted for taxes of AmeriDyne outstanding waivers or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to by any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns Seller for the last three extension of time for the assessment of any material Potential Successor Taxes or deficiency thereof; and (3viii) taxable years there are no Liens for Taxes on the Purchased Assets other than Liens for Taxes which are not yet due and made available payable, nor are there any such other tax returns requested by Contour. As used in this Agreement, the term "tax" Liens which are pending or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonthreatened.

Tax Returns; Taxes. AmeriDyne Except as otherwise disclosed in Schedule 3.12: (a) all Tax Returns relating or with respect to the Member, the Companies, the Assets and the Business have been timely filed through the date hereof in accordance with any applicable law and are true, correct and complete in all respects; (b) all Taxes relating or with respect to the Member, the Companies, the Assets and the Business that were due and payable through the date hereof (whether or not shown on any Tax Return) have been timely paid in full; (c) no claims have been asserted and no proposals or deficiencies for any Taxes relating or with respect to the Companies, the Assets and the Business are being asserted, proposed or threatened, and no audit or investigation of any Tax Return relating or with respect to the Companies, the Assets and the Business is currently underway, pending or, to the Knowledge of the Companies, threatened; (d) no claim has duly filed ever been made by any Governmental Entity in a jurisdiction where the Companies do not file Tax Returns that either of the Companies is or may be subject to taxation in that jurisdiction; (e) each Company has withheld and paid all federalTaxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (f) there are no outstanding waivers or agreements by the Companies or the Member for the extension of time for the assessment of any Taxes, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by either of the Companies or any other matter pending between the Member or the Companies and any taxing authority; (g) there are no Liens for Taxes upon any of the Assets or the Business other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or to the Knowledge of the Companies, threatened; (h) neither Company is a party to any Tax allocation or sharing agreement; (i) neither Company has been a member of an affiliated group filing a consolidated federal income tax return; and (j) neither Company has any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local and other tax returns required to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictionsforeign law), whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations transferee or successor, by the Internal Revenue Service (the "IRS") contract or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonotherwise.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed on Schedule 4.13(a): (i) all Tax Returns of the Seller required to have been filed in accordance with any applicable Law have been duly filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, state, local and deposits of Taxes or other tax returns required payments relating to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are Taxes due and payable pursuant to such returns owing by the Seller (whether or pursuant to not shown on any assessment Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns of the Seller were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns of the Seller have been paid in full, accrued on the books of the Seller or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Seller are being asserted, proposed or, to the Knowledge of the Seller, threatened, and no audit or investigation of any Tax Return of the Seller is currently underway, pending or, to the Knowledge of the Seller, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party; (viii) there are no outstanding waivers or Contracts by or on behalf of the Seller for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Internal Revenue Service (the "IRS") Seller or any other taxing authority have been paid, fully settled or adequately provided for in matter pending between the AmeriDyne Balance Sheet. There Seller and any Taxing authority; and (ix) there are no Liens against any property of the Seller for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any Liens for Taxes which are pending claims asserted for taxes or, to the Knowledge of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federalSeller, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonthreatened.

Tax Returns; Taxes. AmeriDyne has Except as otherwise disclosed on Schedule 4.12 of the Seller Disclosure Schedules, with respect to the Business or the Assets: (a) all Tax Returns of the Seller due to have been filed through the date of the Original Agreement in accordance with any applicable Laws have been duly filed (taking into account valid extensions) and are true, correct and complete in all federalmaterial respects; (b) all Taxes due and owing by the Seller (whether or not shown on any Tax Return) have been paid in full; (c) the amounts so paid on or before the date of the Original Agreement, statetogether with any amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable) on the books of the Seller, local will be adequate based on the tax rates, applicable Laws and other tax returns required regulations in effect on the date of the Original Agreement to satisfy all liabilities for Taxes of the Seller in any jurisdiction through the Effective Time, including Taxes accruable upon income earned through the Effective Time; (d) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by it and has duly paid that would affect the Business or made adequate provision for the payment of Assets after the Effective Time; (e) all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of Tax Return have been paid in full, accrued on the books of the Seller, or finally settled; (f) no Tax claims have been asserted in writing and no deficiencies for any Taxes are being asserted, proposed or threatened in writing, and no audit or investigation of any Tax Return is currently underway, pending or, to the Knowledge of the Seller, threatened; (g) the Seller has withheld and paid all Taxes required to have been paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (h) there are no outstanding waivers or agreements by the Internal Revenue Service Seller for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, or notice of proposed reassessment of any property owned or leased by the Seller; and (the "IRS"i) or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There there are no pending claims asserted Liens for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne Taxes other than Liens for any period. AmeriDyne has made all estimated income tax deposits Taxes which are not yet due and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonpayable.

Tax Returns; Taxes. AmeriDyne has Except as otherwise disclosed on Schedule 4.21: (i) all Tax Returns due to have been filed by the Company through the date hereof in accordance with all applicable Laws have been duly filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, state, local deposits and other payments shown due on any tax returns required return for which the Company has liability have been paid in full or are accrued on the books and records of the Company; (iii) the amounts so paid, together with all amounts accrued as liabilities relating to Taxes (including Taxes accrued as currently payable) on the books of the Company, are, to the Knowledge of the Company, adequate, based on the tax rates and applicable Laws in effect, to satisfy all liabilities for Taxes of the Company in any jurisdiction through the Closing Date, including Taxes accruable upon income earned through the Closing Date; (iv) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by it and has duly paid or made adequate provision for the payment of Company; (v) all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted and due as a result of any examinations examination of a Tax Return of the Company have been paid in full, accrued on the books of the Company or finally settled, and no issue has been raised in any such examination that, by application of the same or similar principles, reasonably would be expected to result in a material deficiency for any other period not so examined; (vi) no claims have been asserted and, to the Knowledge of the Company, no proposals or deficiencies for any Taxes of the Company are being asserted, proposed or threatened, and no audit or investigation of any Tax Return of the Company is currently underway, pending or, to the Knowledge of the Company, threatened; (vii) no claim has ever been made against the Company by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns and where it is or may be subject to taxation; (viii) the Company has withheld and paid all Taxes required to have been paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor or stockholder thereof or other third party; (ix) there are no outstanding waivers or agreements by the Internal Revenue Service (Company or the "IRS") Shareholder for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There authority; (x) there are no Liens for Taxes with respect to the Company or the Assets other than Liens for Taxes that are not yet due and payable, and no such Liens are pending claims asserted or threatened; and (xi) the Company does not have any liability for taxes the Taxes of AmeriDyne any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or its subsidiaries or outstanding agreements or waivers extending the statutory period any similar provision of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour trueor foreign Law), complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested as a transferee or successor, by Contour. As used in this Agreement, the term "tax" contract or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonotherwise.

Tax Returns; Taxes. AmeriDyne has duly (a) Except as otherwise disclosed in Schedule 4.10(a): (i) Flour and each Flour Subsidiary have filed all federalTax Returns due to have been filed through the Effective Date in accordance with any applicable law and each such Tax Return is correct and complete in all respects; (ii) all Taxes owed by Flour or any Flour Subsidiary (whether or not shown on any Tax Return) have been paid in and, statesince September 30, local and other tax returns required 2002, neither Flour nor any Flour Subsidiary has incurred any Tax liability outside the ordinary course of business; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment other than extensions with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of federal and state income or deductions for tax and financial accounting purposes) is sufficient franchise Tax Returns for the payment of year ended May 31, 2002; (iv) all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of a Tax Return have been paid in full, accrued on the books of Flour, or finally settled, and no issue has been raised in any such examination which, by application of the Internal Revenue Service same or similar principles, could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes are being asserted, proposed or threatened, and no audit or investigation of any Tax Return is currently underway, pending or threatened; (vi) no claim has ever been made by any Governmental Entity in a jurisdiction where Flour does not file Tax Returns that it is or may be subject to taxation; (vii) Flour and each Flour Subsidiary has withheld and paid all Taxes required to have been paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viii) there are no outstanding waivers or agreements by Flour or any Flour Subsidiary for the "IRS") extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by Flour or any Flour Subsidiary or any other matter pending between Flour or any Flour Subsidiary and any taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There authority; (ix) there are no Liens for Taxes other than Liens for Taxes which are not yet due and payable, nor are there any Liens which are pending claims asserted or threatened; (x) neither Flour nor any Flour Subsidiary has any liability for taxes the Taxes of AmeriDyne any Person (other than Flour and the Flour Subsidiaries) under Treasury Regulation section 1.1502-6 (or its subsidiaries or outstanding agreements or waivers extending the statutory period any similar provision of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local or foreign law), as a transferee or successor, by contract or otherwise; and (xi) the unpaid Taxes of Flour and the Flour Subsidiaries (A) did not, as of September 30, 2002, exceed the reserve for Tax liability (other laws. AmeriDyne has made available than any reserve for deferred Taxes established to Contour truereflect timing differences between book and Tax income) set forth on the face of the balance sheet of Flour and its subsidiaries at September 30, complete 2002 and correct copies (B) do not exceed that reserve adjusted for passage of time through the date hereof in accordance with the past custom and practice of Flour and its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used subsidiaries in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonfiling their Tax Returns.

Tax Returns; Taxes. AmeriDyne The Company and the Subsidiary have filed ------------------- with the appropriate governmental agencies all tax returns and reports, including but not limited to reports of income taxes, withholding and employment taxes, sales and use taxes, property, payroll, ad valorem and other taxes, assessments, fees, levies or governmental charges (collectively, "Taxes"), required to be filed in connection with or affecting the Company or the Subsidiary or the operation of the Company or the Subsidiary and their business, and has duly filed all paid the Taxes shown on their returns or otherwise assessed, levied and due and payable by the Company or the Subsidiary, including related penalties and or interest, to the extent that such Taxes, penalties and/or interest have become due. There is no question to the Knowledge of the Company, the Subsidiary or the Founders relating to any such return or report that, if determined adversely to the Company or the Subsidiary, would result in the assertion of any deficiency for any tax or interest or penalties in connection therewith. Except to the extent specifically set forth in reasonable detail on Schedule 5.10, ------------- neither the Internal Revenue Service nor any other taxing authority or agency is now asserting or, to the Knowledge of the Company, the Subsidiary and the Founders, is threatening to assert, against the Company or the Subsidiary any deficiency or claim for additional Taxes or interest thereon or penalties in connection therewith. Neither the Company nor the Subsidiary has been granted any waiver of any statute of limitation with respect to, or been granted any extension of a period for the assessment of, any federal, state, local county, municipal or foreign income tax. The liabilities for Taxes reflected in the balance sheet of the Company and other tax returns required the Subsidiary as of December 31, 1998 and June 30, 1999 (and on any balance sheet furnished by the Company, the Subsidiary or the Founders (if any) delivered prior to be filed by it and has duly paid or made the Closing, for periods subsequent to June 30, 1999), are adequate provision for the payment of to cover all taxes which are Taxes due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictionsaccruable (including interest and penalties, whether or not in connection with such returnsif any, thereon), except for de minimis exceptions only. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations by the Internal Revenue Service (the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct True copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign incomeincome tax returns of the Company and the Subsidiary for the year ended December 31, excise gross receipts1998 have been delivered by the Company, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, the Subsidiary and other taxes, charges, levies or like assessments, together with all penalties and additions the Founders to the Buyer. The Company has duly elected to be treated as a partnership for tax and interest thereonpurposes. The Subsidiary is treated as a "C" corporation for tax purposes.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all Tax Returns of the Company due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, state, local and deposits of Taxes or other tax returns required payments relating to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are Taxes due and payable pursuant to such returns owing by the Company (whether or pursuant to not shown on any assessment Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns of the Company were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns of the Company have been paid in full, accrued on the books of the Company, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company are being asserted, proposed or, to the Knowledge of the Company, threatened, and no audit or investigation of any Tax Return of the Company is currently underway, pending or, to the Knowledge of the Company, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of the Company for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Internal Revenue Service (the "IRS") Company or any other taxing authority have been paid, fully settled or adequately provided for in matter pending between the AmeriDyne Balance Sheet. There Company and any Taxing authority; (ix) there are no Liens for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any Liens for Taxes which are pending claims asserted for taxes or, to the Knowledge of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable Company, threatened; (x) the Company is not a party to any tax return Tax allocation, sharing or indemnification agreement under which the Company will have any liability after the Closing; (xi) the Company has never been a member of AmeriDyne an affiliated group filing a consolidated U.S. federal income Tax Return; (xii) the Company has no liability for the Taxes of any period. AmeriDyne Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; (xiii) the Company has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code; and (xiv) the Company has at all estimated income tax deposits times used proper accounting methods and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of computing its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonTax liability.

Tax Returns; Taxes. AmeriDyne has Except as otherwise disclosed on Schedule (a): (i) all Tax Returns of the Company and each Subsidiary due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, state, local and deposits of Taxes or other tax returns required payments relating to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are Taxes due and payable pursuant to such returns owing by the Company and each Subsidiary (whether or pursuant to not shown on any assessment Tax Return), have been paid in full; (iii) there are not now any extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns of either Company or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet any Subsidiary were or are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns of either Company or any Subsidiary have been paid in full, accrued on the books of either Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the Internal Revenue Service same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of either Company or any Subsidiary are being asserted, proposed or, to the "IRS"Knowledge of the Company, threatened, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of the Company, threatened; (vi) no claim has been made subsequent to the Acquisition Date by a Taxing Authority in a jurisdiction in which either Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) each Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, consultant, independent contractor, creditor, stockholder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of either Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by either Company or any Subsidiary or any other taxing authority have been paid, fully settled matter pending between either Company or adequately provided for in the AmeriDyne Balance Sheet. There any Subsidiary and any Taxing Authority; (ix) there are no Liens for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any Liens for Taxes which are pending claims asserted for taxes or, to the Knowledge of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable Company, threatened; (x) neither Company nor any Subsidiary is a party to any tax return Tax allocation, sharing or indemnification agreement under which either Company or any Subsidiary will have any liability after the Closing; (xi) neither Company nor any Subsidiary has been a member of AmeriDyne an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which is the Shareholder); (xii) neither Company nor any Subsidiary has any liability for the Taxes of any period. AmeriDyne Person under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; (xiii) neither Company nor any Subsidiary has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code; and (xiv) each Company and each Subsidiary has at all estimated income tax deposits times used proper accounting methods and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereoncomputing their Tax liability.

Tax Returns; Taxes. AmeriDyne has duly filed (a) (i) All Tax Returns of the Target Companies have been filed, on or before the due date thereof (with regard to extensions), with the appropriate taxing authority and all federalsuch Tax Returns (including any amendments thereto) are true, statecorrect and complete in all material respects, local and other tax returns required there is no position taken on any Tax Return with respect to be filed the Target Companies for which there is not substantial authority within the meaning of Code section 6662; (ii) all Taxes owed by it the Target Companies (whether or not shown on any Tax Return) and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any subsequent assessment with respect thereto, have been timely paid in full; (iii) none of the Target Companies currently are the beneficiary of any extension of time within which to taxes in such jurisdictions, whether or not file any Tax Return; (iv) the Target Companies have each withheld and paid all Taxes required to have been withheld and paid in connection with such returns. The liability for taxes reflected on amounts paid or owing to any employee, independent contractor, creditor, stockholder, partner, member or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (v) all Persons retained by the AmeriDyne Balance Sheet Target Companies as independent contractors have been properly treated as such; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesvi) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations by examination of Tax Returns of the Internal Revenue Service (the "IRS") or any other taxing authority Target Companies have been paidpaid in full, fully settled accrued on the books of the Target Companies, or adequately provided for in finally settled; (vii) no audit or investigation of any Tax Return of the AmeriDyne Balance Sheet. There Target Companies is currently underway or, to the Knowledge of the Sellers, threatened; and (viii) there are no pending claims asserted Liens for taxes Taxes upon any of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period assets of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all the Target Companies other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonthan Permitted Liens.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed in Schedule 5.18(a): (i) all Tax Returns due to have been filed through the date hereof in accordance with any applicable law have been duly filed and are correct and complete in all federal, state, local and other tax returns required respects; (ii) all Taxes shown to be filed by it due on such Tax Returns have been paid in full or are accrued as liabilities for Taxes on the books and has duly records of the Company; (iii) the amounts so paid on or made before the date hereof, together with any amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable but excluding any liability accrued for deferred Taxes to reflect timing differences between book and Tax income) on the balance sheet of the Company as of October 31, 2001, will be adequate provision based on the Tax rates, applicable laws and regulations in effect on the date hereof to satisfy all liabilities for Taxes of the payment Company in any jurisdiction as of all taxes which the date thereof; (iv) there are due and payable pursuant to such returns or pursuant to not now any assessment extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Return have been paid in full, accrued on the books of the Company, or finally settled, and no issue has been raised in any such examination which, by application of the Internal Revenue Service (the "IRS") same or similar principles, reasonably could be expected to result in a proposed deficiency for any other taxing authority period not so examined; (vi) no claims for Taxes have been paidor are currently being asserted, fully settled no audit or adequately provided for in investigation of any Tax Return is currently underway, and no written notice or announcement of any claim, audit or investigation has been received or, to the AmeriDyne Balance Sheet. There are Knowledge of the Company, is pending or threatened; (vii) no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending claim has been made within the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last past three (3) taxable years by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation; (viii) the Company has withheld and made available such paid all Taxes required to have been paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (ix) there are no outstanding waivers or agreements by the Company for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, written notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any Tax authority; (x) there are no Liens for Taxes other than Liens for Taxes which are not yet due and payable, nor are there any Liens which are pending or threatened; (xi) the Company has not been a member of an affiliated group filing a consolidated federal income tax returns requested by Contour. As used in this Agreement, return; (xii) the term "tax" Company does not have any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or "taxes" means all federal, any similar provision of state, countylocal or foreign law), local as a transferee or successor, by contract or otherwise; (xiii) none of the Assumed Liabilities is an obligation to make a payment that will not be deductible under Code Section 280G; and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies (xiv) the Company is not a party to any Tax allocation or like assessments, together with all penalties and additions to tax and interest thereonsharing agreement.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed on Schedule 3.14(a): (i) all material Tax Returns due to have been filed by the Seller through the Closing in accordance with all applicable Laws have been duly filed and are correct and complete in all federalmaterial respects, state(ii) all Taxes, local deposits and other tax returns required to be filed by it payments for which the Seller may have liability and has duly paid or made adequate provision for the payment of all taxes which are that have become due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, (whether or not shown on any Tax Return) have been paid in connection with such returns. The liability full or are accrued as liabilities for taxes reflected Taxes on the AmeriDyne Balance Sheet books and records of the Seller, (excluding iii) no claims have been asserted in writing and no proposals or deficiencies for any reserve for deferred taxes Taxes of the Seller are being asserted, proposed or portion thereof which threatened in writing, and no audit or investigation of any Tax Return of the Seller is attributable to differences between currently underway, pending or threatened in writing, (iv) all deficiencies asserted, or assessments made, against the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted Seller as a result of any examinations by the Internal Revenue Service (the "IRS") or any other taxing authority that have become final have been fully paid, fully settled (v) the Seller has withheld and paid all Taxes required to have been paid by it in connection with amounts paid or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable owing to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits employee, independent contractor, creditor or shareholder thereof or other third party and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax all information reporting and withholding provisions of all applicable federalLaw, state(vi) there are no Liens for Taxes with respect to the Seller or the Acquired Assets other than Liens for Taxes that are not yet due and payable, local and other laws. AmeriDyne has made available to Contour trueno such Liens are pending or threatened in writing, complete and correct copies of its federal income tax returns for the last three (3vii) taxable years and made available such other tax returns requested by Contour. As no Seller is a “foreign person” as that term is used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonTreasury Regulations Section 1.1445-2.

Tax Returns; Taxes. AmeriDyne The Company has duly filed with the appropriate ------------------ governmental agencies all federaltax returns and reports, stateincluding but not limited to reports of corporate tax, local income taxes, withholding taxes, consumption taxes, property and other tax returns taxes, assessments, fees, levies or governmental charges (collectively, "Taxes"), required to be filed by it in connection with or affecting the Company, its operations and its business, and has duly paid the Taxes shown on its returns or made adequate provision for the payment of all taxes which are otherwise assessed, levied and due and payable pursuant by the Company, including related penalties and/or interest, if any, to the extent that such returns Taxes, penalties and/or interest have become due. There is no question known to the Company or pursuant the Seller relating to any assessment with respect such return or report that, if determined adversely to taxes the Company, would result in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result assertion of any examinations by deficiency for any tax or interest, improper filing or penalties. There is no liability known to the Internal Revenue Service (Company or the "IRS") Seller for any Taxes due or owing from any predecessor company to or any company merged with the Company. Except as set forth in SCHEDULE 4.10, neither the National Tax Administration Agency of Japan nor any other taxing authority have or agency is now asserting or, to the best of the Company's and the Seller's knowledge, after due inquiry, is threatening to assert, against the Company any deficiency or claim for additional Taxes or interest thereon or improper filing penalties. The Company has not been paidgranted any waiver of any statute of limitation with respect to, fully settled or adequately provided been granted any extension of a period for the assessment of, any Japanese or foreign tax. The liabilities for Taxes reflected in the AmeriDyne balance sheet of the Company as of August 31, 1998 (and on any balance sheet of the Company furnished by the Company or the Seller delivered prior to the Closing, for periods subsequent to August 31, 1998, including, without limitation, the Closing Balance Sheet. There ), are no pending claims asserted adequate to cover all Taxes due and payable or accruable (including interest and penalties, if any, thereon), except for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonde minimis exceptions only.

Tax Returns; Taxes. AmeriDyne (a) (i) Seller Parent has been an S corporation (within the meaning of Section Section 1361(a)(1) of the Code) since December 30, 2002, (ii) Seller Sub I is a C corporation (within the meaning of Section 1361(a)(2) of the Code), and (iii) Seller Sub II has been disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulations section 301.7701-3(b)(ii) at all relevant times. Seller JV qualifies (and has since the day of its formation qualified) to be treated as a partnership for federal income Tax purposes and none of Seller JV or its members or any Authority has taken a position inconsistent with such treatment. Each of Seller and Seller JV has duly and timely filed all federal, state, local and other tax returns Tax Returns required to be filed by it it, and has duly paid all such Tax Returns were correct and complete in all material respects, except for such failure of compliance as would not, individually or made adequate provision for in the payment of all taxes which are due and payable pursuant to such returns aggregate, have a Material Adverse Effect. All material Taxes owed by Seller or pursuant to any assessment with respect to taxes in such jurisdictions, Seller JV (whether or not shown on any Tax Returns), which, if unpaid, may result in connection with such returns. The liability for taxes reflected a Lien on the AmeriDyne Balance Sheet (excluding any reserve Assets or for deferred taxes which Buyer is or portion thereof which is attributable to differences between may be liable in the timing capacity of income transferee of the Assets, have been paid. Except as set forth on Schedule 3.12(a), since December 31, 2001, no material Tax deficiencies have been asserted against Seller or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted Seller JV as a result of any examinations examination by the Internal Revenue Service (the "IRS") or any other taxing authority have been paidAuthority. To the knowledge of Seller, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There there are no pending material claims asserted for taxes any Taxes of AmeriDyne Seller or its subsidiaries Seller JV or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return Tax Return of AmeriDyne Seller or Seller JV for any period. AmeriDyne Seller JV has made all required estimated income tax deposits and all other required tax Tax payments or and deposits and has complied for all prior periods in all material respects with the tax Tax withholding and related reporting provisions of all applicable federal, state, local local, foreign and other lawsLaws. AmeriDyne Each of Seller and Seller JV has made available to Contour Buyer true, correct and complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns Tax Returns as have been requested by ContourBuyer. As used in this AgreementEach of Seller and Seller JV has timely made and transmitted to the appropriate authorities all required employee withholding payments and reports. There are no Tax liens upon the Assets or the assets, the term "tax" or "taxes" means all federalproperties, stateand rights of Seller JV, county, local except for current Taxes not yet due and foreign income, excise gross receipts, gross income, ad valorem, profits, gainspayable. None of Seller JV's payroll, property, capitalor receipts, salesor other factors used in a particular state's apportionment or allocation formula results in an apportionment or allocation of business income to any state other than as set forth on Schedule 3.12(a) and Seller JV has no nonbusiness income that is allocated, transferapportioned, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and or otherwise sourced to any state other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonthan as separately identified as such on Schedule 3.12(a).

Tax Returns; Taxes. AmeriDyne has duly filed (k) Except as otherwise disclosed on Schedule 4.12(a): (i) all federal, state, local and other tax returns required Tax Returns of Seller due to be filed by it have been filed through the date hereof in accordance with any applicable Law, have been duly and has duly paid timely filed, and are true, correct and complete in all respects; (ii) all Taxes, deposits of Taxes or made adequate provision for the payment of all taxes which are other payments relating to Taxes due and payable pursuant to such returns owing by Seller (whether or pursuant to not shown on any assessment Tax Return) have been timely paid in full; (iii) there are not now any extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns of Seller were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns of Seller have been paid in full, accrued on the books of the applicable Seller, or finally settled, and no issue has been raised with Seller in any such examination which, by application of the Internal Revenue Service same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no audits, examinations, investigations, disputes or claims are currently underway, pending, or, to the "IRS"Seller’s Knowledge, threatened, for any Taxes of Seller, and no proposals or deficiencies for any Taxes of Seller are being asserted, proposed or, to the Seller’s Knowledge, threatened, and to the Seller’s Knowledge, no circumstances exist to form the basis for asserting or raising such a claim or issue; (vi) no claim has been made to Seller by a taxing authority in a jurisdiction in which Seller does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Seller has timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of Seller for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by Seller or any other matter pending between Seller and any taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There authority; (ix) there are no Liens for Taxes (other than Liens for Taxes which are not yet due and payable) on any of the assets of Seller, nor are any such Liens pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending or, to the statutory period of limitation applicable Seller’s Knowledge, threatened; (x) Seller is not a party to any tax return Tax allocation, sharing or indemnification agreement under which Seller will have any Liability after the Closing; (xi) Seller has not been a member of AmeriDyne an affiliated group filing a consolidated U.S. federal income Tax Return; (xii) Seller has no Liability for the Taxes of any period. AmeriDyne has made all estimated income tax deposits and all Person (other required tax payments than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or deposits and has complied for all prior periods in all material respects with the tax withholding provisions any similar provision of all applicable federal, state, local or non-U.S. Law), as a transferee or successor, by contract, or otherwise; and other laws. AmeriDyne (xiii) the Seller has made available to Contour true, complete at all times used proper accounting methods and correct copies of periods in computing its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonTax Liability.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed in SCHEDULE 2.15(A) to the Disclosure Letter: (i) all Tax Returns of each of the Companies due to have been filed through the date hereof in accordance with any applicable law have been duly filed and are correct and complete in all federalrespects; (ii) all Taxes, statedeposits or other payments for which any of the Companies may have any liability through the date hereof (whether or not shown on any Tax Return), local have been paid in full or are accrued for as liabilities for Taxes on the books and other tax returns required to be filed by it and has duly paid or made adequate provision for records of the payment Companies; (iii) there are not now any extensions of all taxes which are due and payable pursuant to such returns or pursuant to any assessment time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns have been paid in full, accrued on the books of the Companies, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes are being asserted, proposed or, to the Knowledge of the Shareholders, threatened, and no audit or investigation of any Tax Return is currently underway, pending or, to the Knowledge of the Shareholders, threatened; (vi) no claim has ever been made by an authority in a jurisdiction in which any of the Companies does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) each of the Companies have duly and timely withheld and paid over to the appropriate taxing authorities all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party under all applicable laws and regulations; (viii) there are no outstanding waivers or agreements by or on behalf of any of the Companies for the extension of time applicable to any claim for, or the period for the collection or the assessment of, any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any of the Companies or any other matter pending between any of the Companies and any taxing authority; (ix) none of the Companies has filed a consent under Section 341(f) of the Internal Revenue Service Code of 1986, as amended (the "IRSCODE"); (x) none of the Companies 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; (xi) none of the Companies is a party to, is bound by, or has any obligation under, any Tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other taxing authority have Person; (xii) none of the Companies has been paida member of an affiliated group filing a consolidated federal income Tax Return or has any liability for the Taxes of any Person under U.S. Treasury Regulation section 1.1502-6 (or any similar provision of state, fully settled local, or adequately provided for foreign law), as a transferee or successor, by contract, or otherwise; (xiii) each of the Companies has collected all sales and use Taxes required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Entities, or has been furnished properly completed exemption certificates and has maintained all such records and supporting documents in the AmeriDyne Balance Sheet. There manner required by all applicable sales and use Tax statutes and regulations; (xiv) there are no pending claims asserted for taxes Liens with respect to Taxes upon any of AmeriDyne the assets or its subsidiaries properties of the Companies, the Owned Real Property, the LLC Leased Real Property, the LP Owned Equipment, the Equipment Lease or outstanding agreements the LP Leased Equipment, other than with respect to Taxes not yet due and payable; and (xv) neither the Owned Real Property, the LLC Leased Real Property, the LP Owned Equipment, the Equipment Lease or waivers extending the statutory period LP Leased Equipment nor any of limitation applicable the assets owned by the Companies is (A) Tax-exempt use property within the meaning of Section 168(h) of the Code or (B) property that is or will be required to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with be treated as being owned by another person pursuant to the tax withholding provisions of all applicable federalSection 168(f)(8) of the Internal Revenue Code of 1954, state, local as amended and other laws. AmeriDyne has made available in effect immediately prior to Contour true, complete and correct copies the enactment of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonTax Reform Act of 1986.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all income and other material Tax Returns of the Company and each Subsidiary required to have been filed in accordance with any applicable Law have been duly filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, state, local deposits of Taxes or other payments relating to Taxes due and other tax returns required owing by the Company and each Subsidiary (whether or not shown on any Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any Subsidiary were or are due to be filed by it and has duly paid or made adequate provision other than customary extensions for the payment of which no approval is required; (iv) all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations by examination of any Tax Returns of the Internal Revenue Service (the "IRS") Company or any other taxing authority Subsidiary have been paidpaid in full, fully settled accrued on the books of the Company or adequately provided a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted in writing and no proposals or deficiencies for any Taxes of the AmeriDyne Balance Sheet. There Company or any Subsidiary are being asserted, proposed or, to the Knowledge of the Company, threatened, in each case, in writing, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of the Company, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company and each Subsidiary has timely withheld, paid over, and reported all Taxes required to have been withheld, paid over, and reported by them in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party; (viii) there are no pending claims asserted outstanding waivers or agreements by or on behalf of the Company or any Subsidiary for taxes the extension of AmeriDyne time for the assessment of any Taxes or its subsidiaries deficiency thereof, nor are there any requests for rulings between the Company or outstanding agreements any Subsidiary and any Taxing authority; (ix) there are no Liens against any property of the Company or waivers extending any Subsidiary for Taxes (other than Liens for Taxes that are not yet due and payable); (x) neither the statutory period of limitation applicable Company nor any Subsidiary is a party to any tax return Tax allocation, sharing or indemnification agreement under which the Company or any Subsidiary will have any liability after the Closing, other than a Contract, such as a lease, the principal purpose of AmeriDyne for which does not relate to Taxes; (xi) neither the Company nor any period. AmeriDyne Subsidiary has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions been a member of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its an affiliated group filing a consolidated U.S. federal income tax returns Tax Return; and (xii) neither the Company nor any Subsidiary has any liability for the last three Taxes of any Person (3other than the Company or any Subsidiary) taxable years and made available such other tax returns requested under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by Contour. As used in this Agreementcontract, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonotherwise.

Tax Returns; Taxes. AmeriDyne has duly (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all Tax Returns of the Company and each of its Subsidiaries due to have been filed through the date hereof in accordance with any applicable Law have been timely filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, state, local and deposits of Taxes or other tax returns required payments relating to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are Taxes due and payable pursuant to such returns owing by the Company and each of its Subsidiaries (whether or pursuant to not shown on any assessment Tax Return), have been paid in full; (iii) there are not now any extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns of the Company or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet any of its Subsidiaries were or are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns of the Company or any of its Subsidiaries have been paid in full, accrued on the books of the Company or its Subsidiaries, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company or any of its Subsidiaries are being asserted, proposed or, to the Knowledge of the Company, threatened, and no audit or investigation of any return or report of Taxes of the Company or any of its Subsidiaries is currently underway, pending or, to the Knowledge of the Company, threatened; (vi) no claim has ever been made by a taxing authority in a jurisdiction in which the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company and each of its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, member, partner, stockholder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of the Company or any of its Subsidiaries for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Internal Revenue Service (the "IRS") Company or any of its Subsidiaries or any other matter pending between the Company or any of its Subsidiaries and any taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There authority; (ix) there are no Liens for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any Liens for Taxes which are pending claims asserted or, to the Knowledge of the Company, threatened; (x) none of the Goldsboro Parties is a "foreign person" within the meaning of Section 1445 of the Code; (xi) neither the Company nor any of its Subsidiaries is a party to any Tax allocation or sharing agreement under which the Company or any of its Subsidiaries will have any liability after the Closing; (xii) neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which the Company is the parent); (xiii) neither the Company nor any of its Subsidiaries has any liability for taxes the Taxes of AmeriDyne any Person (other than the Company or its subsidiaries Subsidiaries) under Treasury Regulation section 1.1502-6 (or outstanding agreements any similar provision of state, local, or waivers extending foreign Law), as a transferee or successor, by contract, or otherwise; (xiv) neither the statutory period Company nor any of limitation applicable its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any tax return agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of AmeriDyne the Code; (xv) the Company is a partnership for any period. AmeriDyne federal income Tax purposes and has not made an election under Treasury Regulation Section 301.7701-3 to be taxed as a corporation; (xvi) no Subsidiary has made all estimated income tax deposits and all other required tax payments or deposits and has complied an election under Treasury Regulation Section 301.7701-3 relating to its classification for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for purposes; and (xvii) the last three (3) taxable years Company and made available such other tax returns requested by Contour. As its Subsidiaries have at all times used proper accounting methods and periods in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereoncomputing their Tax liability.

Tax Returns; Taxes. AmeriDyne (a) Except as otherwise disclosed on Schedule 3.14(a): (i) the Company and each Subsidiary has duly timely filed all federal, state, local and other tax returns material Tax Returns required to be filed by it it; (ii) all such Tax Returns are true, correct and has duly paid complete in all material respects; (iii) all (A) Taxes of the Company or made adequate provision for any Subsidiary that are shown as due on such Tax Returns and (B) material Taxes of the payment of all taxes which are Company or any Subsidiary (1) otherwise due and payable pursuant or (2) claimed or asserted by any taxing authority to such returns or pursuant to any assessment with respect to taxes be due, have been paid, except for those Taxes being contested in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 good faith and for which adequate reserves have been made in accordance with GAAP, and the Company and each Subsidiary has fully accrued (in accordance with GAAP) all years Taxes not yet due and periods ended prior thereto. All deficiencies asserted as payable; (iv) there are no Liens for any Taxes upon the assets of the Company or any Subsidiary (other than Liens for ad valorem property Taxes not yet due and payable); (v) neither the Company nor any Subsidiary is currently under examination or audit, or is the subject of a result of any examinations pending or, to the Company’s Knowledge, threatened examination or audit, by the Internal Revenue Service (the "IRS") IRS or any other taxing authority and there are no current, proposed or, to the Company’s Knowledge, threatened Tax claims, deficiencies or assessments against the Company or any Subsidiary; (vi) neither the Company nor any Subsidiary has agreed to or is required to make any adjustment under Section 481 of the Code that would affect such entity with respect to any taxable period (or portion thereof) beginning after the Closing, (vii) none of the assets is (A) property which any Seller, Buyer, any Subsidiary or any of their respective Affiliates is or will be required to treat as owned by another person pursuant to the provisions of Section 168(f) of the Internal Revenue Code of 1954 (as in effect immediately prior to the Tax Reform Act of 1986), (B) “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code, (C) property used predominately outside the United States within the meaning of Proposed Treasury Regulation Section 1.168-2(g)(5), or (D) “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code; (viii) neither the Company nor any Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency or the collection of any Taxes; (ix) the Company and each Subsidiary has withheld and paid over to the relevant taxing authority all material Taxes required to have been paidwithheld and paid in connection with payments to employees, fully settled independent contractors, creditors, shareholders or adequately provided for in other third parties; (x) neither the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne Company nor any Subsidiary is a party to or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to bound by any tax return of AmeriDyne allocation, indemnification, sharing or similar agreement or any other agreement under which such entity is actually or potentially liable for any period. AmeriDyne has made all estimated income tax deposits and all Taxes of any other required tax payments Person; (xi) no closing agreement pursuant to Section 7121 of the Code (or deposits and has complied for all prior periods in all material respects with the tax withholding provisions any similar provision of all applicable federal, state, local and other laws. AmeriDyne or foreign Tax law), private letter ruling, technical advice memorandum or similar agreement or ruling has made available been entered into by or with respect to Contour truethe Company or any Subsidiary, complete and correct copies or has been issued to or in respect of its the Company or any Subsidiary; (xii) the Company is a partnership for federal income tax returns purposes and all applicable state and local income tax purposes, is not taxable as a corporation pursuant to Section 7704 or any other provision of the Code (or any similar provision of U.S. state or local law) and has not made an election under Section 7701 of the Code or the Treasury Regulations promulgated thereunder (or any similar provision of U.S. state or local law) to be taxed as a corporation; (xiii) at all times from its inception through the Closing Date, SEP has been properly treated as a disregarded entity for U.S. federal income tax and all applicable state and local income tax purposes; (xiv) none of the Sellers is a “foreign person” for purposes of Section 1445 of the Code; (xv) neither the Company nor any Subsidiary has entered into, or otherwise participated (directly or indirectly) in, any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or received a written opinion from a tax advisor that was intended to provide protection against a tax penalty; (xvi) there is no outstanding power of attorney with respect to any Tax matter of the Company or any of its Subsidiaries and (xvii) neither the Company nor any Subsidiary has any actual or potential liability for the last three Taxes of any Person under Treasury Regulations Section 1.1502-6 (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, any similar provision of state, countylocal, local and or foreign incomeLaw), excise gross receiptsas a transferee or successor, gross incomeby contract, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonotherwise.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed in Schedule 4.13(a): (i) all Tax Returns of the Company due to have been filed through the date hereof in accordance with any applicable law have been duly filed and are correct and complete in all respects; (ii) the Company has within the time and manner prescribed by applicable law paid or, prior to the Closing Date, will pay all Taxes required to be paid in respect of the periods covered by such Tax Returns or otherwise due to any federal, state, foreign, local and or other tax returns required to be filed by it taxing authority, and has duly paid or made adequate provision reserves on the Financial Statements for any Taxes in excess of the payment amounts so paid; (iii) there are not now any extensions of all taxes which are due and payable pursuant to such returns or pursuant to any assessment time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns have been paid in full, accrued on the books of the Company, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes are being asserted, proposed or, to the knowledge of Seller, threatened, and no audit or investigation of any Tax Return is currently underway, pending or, to the knowledge of Seller threatened; (vi) no claim has ever been made by an authority in a jurisdiction in which the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction nor, to the knowledge of Seller, is there any basis for any such claim; (vii) the Company has duly and timely withheld and paid over to the appropriate taxing authorities all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party under all applicable Laws; (viii) there are no outstanding waivers or agreements by or on behalf of the Company for the extension of time applicable to any claim for, or the period for the collection or the assessment of, any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any other matter pending between the Company and any taxing authority; (ix) the Company has not filed a consent under Section 341(f) of the Code of 1986, as amended (the “Code”) and (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) of the Code; (xi) the Company is not a party to, is not bound by, and does not have any obligation under, any Tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person; (xii) the Company is not a member of an affiliated group filing a consolidated federal income Tax Return or has any liability for the Taxes of any Person under U.S. Treasury Regulation section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (xiii) the Company has collected all sales and use Taxes required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Authorities, or has been furnished properly completed exemption certificates and has maintained all such records and supporting documents in the manner required by all applicable sales and use Tax statutes and regulations; (xiv) there are no Liens with respect to Taxes upon any of the assets or properties of the Company, whether owned or leased, other than with respect to Taxes not yet due and payable; and (xv) none of the assets owned by the Company is (A) Tax-exempt use property within the meaning of Section 168(h) of the Code or (B) property that is or will be required to be treated as being owned by another person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Service (Code of 1954, as amended and in effect immediately prior to the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in enactment of the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes Tax Reform Act of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereon1986.

Tax Returns; Taxes. AmeriDyne has (a) (i) All Tax Returns of the Company and its Subsidiaries due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, statedeposits or other payments for which the Company and its Subsidiaries may have any liability through the date hereof (whether or not shown on any Tax Return), local have been paid in full; (iii) the amounts so paid on or before the date hereof, together with any amounts accrued as liabilities for Taxes (including Taxes accrued as currently payable) on the books of the Company, and other reflected in the unaudited balance sheet of the Company at March 31, 2001 will be adequate based on the tax returns required rates, applicable laws and regulations in effect on the date hereof to satisfy all liabilities for Taxes of the Company and its Subsidiaries in any jurisdiction through March 31, 2001, and the Company will accrue amounts as liabilities for Taxes on the books and financial statements of the Company which will be filed by it adequate based on the tax rates and has duly paid or made adequate provision applicable laws and regulations in effect from time to time prior to the Closing to satisfy all liabilities for Taxes of the payment Company and its Subsidiaries in any jurisdiction through the Closing Date; (iv) there are not now any extensions of all taxes which are due and payable pursuant to such returns or pursuant to any assessment time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns have been paid in full, accrued on the books of the Company and its Subsidiaries, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (vi) no claims have been asserted and no proposals or deficiencies for any Taxes are being asserted, proposed or threatened, and no audit or investigation of any return or report of Taxes is currently underway, pending or threatened; (vii) no claim has ever been made by an authority in a jurisdiction in which the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (viii) the Company and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party; (ix) there are no outstanding waivers or agreements by or on behalf of the Company and its Subsidiaries for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Internal Revenue Service (the "IRS") Company and its Subsidiaries or any other matter pending between the Company or any of its Subsidiaries and any taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There authority; (x) there are no Liens for Taxes (other than Liens for Taxes which are not yet due and payable) pending claims asserted for taxes or, to the Knowledge of AmeriDyne the Company and the Sellers, threatened; (xi) the Company and each of its Subsidiaries has not filed a consent under Section 341(f) of the Code; (xii) the Company and each of its Subsidiaries has not made any payments, is not obligated to make any payments, or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable is not a party to any tax return of AmeriDyne agreement that under certain circumstances could obligate the Company to make any payments that will not be deductible for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns purposes by reason of Section 280G of the Code; (xiii) 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) of the Code; (xiv) the Company and each of its Subsidiaries is not a party to any Tax allocation or sharing agreement; (xv) the Company and each of its Subsidiaries has not been a member of an affiliated group filing a consolidated U.S. federal income tax return (other than a group the common parent of which was the Company); and (xvi) the Company does not have any liability for the last three Taxes of any Person (3other than the Company) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" under U.S. Treasury Regulation section 1.1502-6 (or "taxes" means all federal, any similar provision of state, countylocal, local and or foreign incomelaw), excise gross receiptsas a transferee or successor, gross incomeby contract, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonotherwise.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed on Schedule 4.14(a): (i) all Tax Returns of each member of the Company Group due to have been filed through the date hereof in accordance with any applicable Law have been duly and timely filed and are correct and complete in all federalmaterial respects; (ii) all Taxes, state, local and deposits of Taxes or other tax returns required payments relating to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are Taxes due and payable pursuant to such returns owing by each member of the Company Group (whether or pursuant to not shown on any assessment Tax Return) have been timely paid in full; (iii) there are not now any extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns of any member of the Company Group were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns of any member of the Company Group have been paid in full, accrued on the books of any member of the Company Group, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the Internal Revenue Service same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of any member of the "IRS"Company Group are being asserted, proposed or, to the Sellers’ Knowledge, threatened, and no audit or investigation of any Tax Return of any member of the Company Group is currently underway, pending or, to the Sellers’ Knowledge, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which any member of the Company Group does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) each member of the Company Group has timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of any member of the Company Group for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any member of the Company Group or any other taxing authority have been paid, fully settled or adequately provided for in matter pending between any member of the AmeriDyne Balance Sheet. There Company Group and any Taxing authority; (ix) there are no Liens for Taxes (other than Liens for Taxes which are not yet due and payable) on any of the assets of a member of the Company Group, nor are any such Liens pending claims asserted for taxes or, to the Sellers’ Knowledge, threatened; (x) no member of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable Company Group is a party to any tax return Tax allocation, sharing or indemnification agreement under which any member of AmeriDyne the Company Group will have any liability after the Closing; (xi) no member of the Company Group has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return; (xii) no member of the Company Group has any liability for the Taxes of any period. AmeriDyne has made all estimated income tax deposits and all Person (other required tax payments than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or deposits and has complied for all prior periods in all material respects with the tax withholding provisions any similar provision of all applicable federal, state, local or non-U.S. Law), as a transferee or successor, by contract, or otherwise; and other laws. AmeriDyne (xiii) each member of the Company Group has made available to Contour true, complete at all times used proper accounting methods and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used periods in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereoncomputing their Tax liability.

Tax Returns; Taxes. AmeriDyne Except as otherwise disclosed in Schedule 3.12: (a) all Tax Returns relating or with respect to the Owners, the Companies, the Assets and the Business have been timely filed through the date hereof in accordance with any applicable law and are true, correct and complete in all material respects; (b) all Taxes relating to or with respect to the Owners, the Companies, the Assets and the Business that were due and payable through the date hereof (whether or not shown on any Tax Return) have been timely paid in full; (c) to the Knowledge of the Companies, no claims have been asserted and no proposals or deficiencies for any Taxes relating or with respect to the Companies, the Assets and the Business are being asserted, proposed or threatened, and no audit or investigation of any Tax Return relating or with respect to the Companies, the Assets and the Business is currently underway, pending or, to the Knowledge of the Companies, threatened; (d) no claim has duly filed ever been made by any Governmental Entity in a jurisdiction where the Companies do not file Tax Returns that the Companies are or may be subject to taxation in that jurisdiction; (e) each Company has withheld and paid all federalTaxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (f) there are no outstanding waivers or agreements by the Companies or any Owner for the extension of time for the assessment of any Taxes, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Companies or any other matter pending between any Owner or the Companies and any taxing authority; (g) there are no Liens for Taxes upon any of the Companies, the Assets or the Business other than Liens for Taxes which are not yet due and payable, nor are there any such Liens which are pending or to the Knowledge of the Companies, threatened; (h) the Companies are not party to any Tax allocation or sharing agreement; (i) the Companies have not been a member of an affiliated group filing a consolidated federal income tax return; and (j) the Companies do not have any liability for the Taxes of any Person (other than for itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local and other tax returns required to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictionsforeign law), whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations transferee or successor, by the Internal Revenue Service (the "IRS") contract or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonotherwise.

Tax Returns; Taxes. AmeriDyne Except as otherwise disclosed on Schedule 4.20: (i) all Tax Returns due to have been filed by Seller through the date hereof in accordance with all applicable Laws have been duly filed; (ii) all Taxes shown due on any Tax Return for which Seller has duly filed all federal, state, local liability have been paid in full or are accrued as liabilities for Taxes on the books and other tax returns required records of Seller; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns were or are due to be filed by it and has duly paid or made adequate provision for the payment of Seller; (iv) all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted and due as a result of any examinations by the Internal Revenue Service (the "IRS") or any other taxing authority examination of a Tax Return of Seller have been paidpaid in full or accrued on the books of Seller; (v) no claims have been asserted and, fully settled to the Knowledge of Seller, no proposals or adequately provided deficiencies for any Taxes of Seller are being asserted, proposed or threatened, and no audit or investigation of any Tax Return of Seller is currently underway, pending, or, to the Knowledge of Seller, threatened; (vi) Seller has withheld and paid the Taxes required to have been paid by it in the AmeriDyne Balance Sheet. There connection with amounts paid or owing to any employee, independent contractor, creditor or stockholder thereof or other third party; (vii) there are no pending claims asserted for taxes of AmeriDyne outstanding waivers or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns by Seller for the last three extension of time for the assessment of any Taxes or deficiency thereof; and (3viii) taxable years there are no Liens for Taxes with respect to the Assets other than Liens for Taxes that are not yet due and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholdingpayable, and other taxesno such Liens are pending or, chargesto Seller’s Knowledge, levies or like assessments, together with all penalties and additions to tax and interest thereonthreatened.

Tax Returns; Taxes. AmeriDyne has (a) Except as otherwise disclosed in Schedule 3.14(a): (i) all Tax Returns of any of the Companies required to have been filed through the date hereof in accordance with any applicable law have been duly filed and are correct and complete in all federal, state, local and other respects (except that the S corporation income tax returns required to be filed by it are correct and has duly complete in all material respects) and have been prepared in substantial compliance with all applicable laws and regulations; (ii) all Taxes, deposits or other payments for which any of the Companies may have any liability through the date hereof (whether or not shown on any Tax Return), have been paid in full or made adequate provision are accrued for as liabilities for Taxes on the payment books and records of all taxes which the Companies; (iii) there are due and payable pursuant to such returns or pursuant to not now any assessment extensions of time in effect with respect to taxes in such jurisdictions, whether the dates on which any Tax Returns of any of the Companies were or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet are due to be filed; (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesiv) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations examination of any Tax Returns by a Governmental Entity have been paid in full, accrued on the Internal Revenue Service books of the Companies, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes are being asserted, proposed or to the "IRS"Knowledge of the Shareholders, threatened, and no audit or investigation of any Tax Return by a Governmental Entity is currently underway, pending or, to the Knowledge of the Shareholders, threatened; (vi) since December 31, 1999, no claim has ever been made by an authority in a jurisdiction in which any of the Companies do not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) each of the Companies has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of any of the Companies for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by any of the Companies or any other matter pending between any of the Companies and any taxing authority have authority; (ix) none of the Companies has filed a consent under Section 341(f) of the Code; (x) none of the Companies has been paid, fully settled or adequately provided for 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 AmeriDyne Balance Sheet. There are no pending claims asserted for taxes Code; (xi) none of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable Companies is a party to any tax return Tax allocation or sharing agreement; (xii) none of AmeriDyne for any period. AmeriDyne the Companies has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions been a member of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its an affiliated group filing a consolidated U.S. federal income tax returns return; and (xiii) none of the Companies has any liability for the last three Taxes of any Person (3other than a Company or a subsidiary) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" under U.S. Treasury Regulation Section 1.1502-6 (or "taxes" means all federal, any similar provision of state, countylocal, local and or foreign incomelaw), excise gross receiptsas a transferee or successor, gross incomeby contract, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereonotherwise.

Tax Returns; Taxes. AmeriDyne Except as would not, individually or in the aggregate, have a Material Adverse Effect, (a) each of the Partnership Entities has duly prepared and timely filed (taking into account any extension of time within which to file) all federal, state, local income and other tax returns material Tax Returns required to be filed by it any of them and all such filed Tax Returns are complete and accurate in all material respects, (b) each of the Partnership Entities has duly timely paid or all Taxes that are required to be paid by any of them (and, where payment is not yet due, has made adequate provision for such Taxes on such Partnership Entity’s financial statements in accordance with GAAP), (c) there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of any Taxes pending or threatened in writing nor has any deficiency for any Tax been assessed by any Governmental Authority in writing against any Partnership Entity, (d) all Taxes required to be withheld by any Partnership Entity have been withheld and paid over to the payment appropriate Tax authority (except in the case of all taxes which are due and payable pursuant to such returns this clause (d) or pursuant to any assessment clause (a) or (b) above, with respect to taxes matters contested in such jurisdictions, whether or not in connection with such returns. The liability good faith and for taxes reflected which adequate reserves have been established on the AmeriDyne Balance Sheet Partnership’s financial statements included or incorporated by reference in the NEP Execution Date SEC Documents), (excluding e) none of the Partnership Entities will be required to include any reserve item of income in, or exclude any item of deduction from, taxable income for deferred taxes any taxable period (or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposesthereof) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted ending after any Closing Date as a result of any examinations by (A) change in method of accounting for a taxable period ending on or prior to such Closing Date, (B) “closing agreement” as described in Section 7121 of the Internal Revenue Service Code (the "IRS") or any other taxing authority have been paidcorresponding or similar provision of state, fully settled local or adequately provided for foreign law) executed on or prior to such Closing Date, (C) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the AmeriDyne Balance Sheet. There Code (or any corresponding or similar provision of state, local or foreign law), (D) installment sale or open transaction disposition made on or prior to such Closing Date, (E) election under Section 108(i) of the Code (or any comparable provisions of state, local or foreign law), or (F) prepaid amount received or paid on or prior to such Closing Date, and (f) there are no pending claims asserted for taxes of AmeriDyne outstanding agreements, waivers or its subsidiaries or outstanding agreements or waivers arrangements extending the statutory period of limitation applicable to any tax return claim for, or the period for the collection or assessment of, Taxes due from or with respect to any of AmeriDyne the Partnership Entities for any taxable period. AmeriDyne None of the Partnership Entities has entered into any transaction that, as of the date of this Agreement, has been identified by the Internal Revenue Service in published guidance as a “reportable transaction” as defined under Section 1.6011-4 of the Treasury Regulations. There are no Tax Liens upon any of the assets or properties of the Partnership Entities, other than with respect to Taxes not yet due and payable. Except as disclosed in Schedule E, no NEP Entity (A) is or has ever been a member of an affiliated group of corporations filing a consolidated federal income Tax Return, or (B) has any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local, or foreign law), as a transferee or successor, by contract, or otherwise. Except as disclosed in Schedule E, no NEP Entity is a party to, or bound by, or has any obligation under, any tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. The Partnership has made all estimated income tax deposits and all other required tax payments or deposits and has complied a valid election pursuant to Section 301.7701-3(c) of the Treasury Regulations to be taxed as a corporation for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its U.S. federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholdingpurposes, and other taxessuch election is currently in effect. The Partnership reasonably expects that it is not, chargesand has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, levies a “United States real property holding corporation,” as defined in Section 897(c)(2) of the Code. None of the Partnership Entities has, within the five years preceding the applicable Closing Date, been either a “distributing corporation” or like assessments, together with all penalties and additions a “controlled corporation” in a distribution in which the parties to tax and interest thereonsuch distribution treated the distribution as one to which Section 355 of the Code was applicable.

Tax Returns; Taxes. AmeriDyne (a) Peoples has duly filed (i) all required federal and state tax returns and reports, and (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon its income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect materially and adversely its business or operations. To the knowledge of the officers of Peoples (the "Peoples Management"), such returns or reports are, and when filed will be, true, complete and correct, and Peoples has paid, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges set forth in such returns or reports. To the knowledge of the Peoples Management, all federal, state and local taxes and other governmental charges paid or payable by Peoples have been paid, or have been accrued or reserved on its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. To the knowledge of the Peoples Management, adequate reserves for the payment of taxes have been established on the books of Peoples for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Peoples shall continue to provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Peoples has not received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of the Peoples Management, there is no threatened claim against Peoples, or to the knowledge of the Peoples Management, any basis for any such claim, for payment of any additional federal, state, local and other tax returns required or foreign taxes for any period prior to be filed by it and has duly paid the date of this Agreement in excess of the accruals or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment reserves with respect to taxes any such claim shown in such jurisdictions, whether the 2000 Peoples Financial Statements described in Section 4.2.6 below or not disclosed in connection the notes with such returnsrespect thereto. There are no waivers or agreements by Peoples for the extension of time for the assessment of any taxes. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing federal income tax returns of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or Peoples have not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations been examined by the Internal Revenue Service (the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federalperiod since December 31, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereon1995.