Common use of Taxes and Employee Benefits Clause in Contracts

Taxes and Employee Benefits. 8.1 Tax Representations 39 8.2 Proration of Taxes 39 8.3 Sales and Transfer Taxes 39 8.4 Information Returns 39 8.5 Payment of Amount Due under Article 8 39 8.6 Assistance and Cooperation 39 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 10

Taxes and Employee Benefits. 8.1 Tax Representations 39 8.2 Proration of Taxes 39 8.3 Sales and Transfer Taxes 39 8.4 Information Returns 39 8.5 Payment of Amount Due under Article 8 39 8.55 Like Kind Exchange 8.6 Assistance and Cooperation 39 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 108.8 Branch Employee Representations

Taxes and Employee Benefits. 8.1 Tax Representations 39 42 8.2 Proration of Taxes 39 42 8.3 Sales and Transfer Taxes 39 43 8.4 Information Returns 39 43 8.5 Payment of Amount Due under Article 8 39 43 8.6 Assistance and Cooperation 39 43 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1043

Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment P ayment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 47 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1047

Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 47 8.4 Information Returns 39 47 8.5 Payment of Amount Due under Article 8 39 47 8.6 Assistance and Cooperation 39 47 8.7 Transferred Employees 40 47 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 51 9.2 Conditions to Obligations of Seller 43 52 ARTICLE 1010 TERMINATION

Taxes and Employee Benefits. 8.1 Tax Representations 39 45 8.2 Proration of Taxes 39 45 8.3 Sales and Transfer Taxes 39 45 8.4 Information Returns 39 45 8.5 Payment of Amount Due under Article 8 39 45 8.6 Assistance and Cooperation 39 45 8.7 Transferred Employees 40 46 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 49 9.2 Conditions to Obligations of Seller 43 ARTICLE 1050

Taxes and Employee Benefits. 8.1 Tax Representations 39 47 8.2 Proration of Taxes 39 47 8.3 Sales and Transfer Taxes 39 48 8.4 Information Returns 39 48 8.5 Payment of Amount Due under Article 8 39 48 8.6 Assistance and Cooperation 39 48 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1048

Taxes and Employee Benefits. 54 8.1 Tax Representations 39 54 8.2 Proration of Taxes 39 54 8.3 Sales and Transfer Taxes 39 54 8.4 Information Returns 39 54 8.5 Payment of Amount Due under Article 8 39 54 8.6 Assistance and Cooperation 39 55 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1055

Taxes and Employee Benefits. 8.1 Tax Representations 39 55 8.2 Proration of Taxes 39 55 8.3 Sales and Transfer Taxes 39 55 8.4 Information Returns 39 55 8.5 Payment of Amount Due under Article 8 39 55 8.6 Assistance and Cooperation 39 56 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1056

Taxes and Employee Benefits. 8.1 Tax Representations 39 31 8.2 Proration of Taxes 39 32 8.3 Sales and Transfer Taxes 39 32 8.4 Information Returns 39 32 8.5 Payment of Amount Due under Article 8 39 32 8.6 Assistance and Cooperation 39 32 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1032

Taxes and Employee Benefits. 8.1 Tax Representations 39 40 8.2 Proration of Taxes 39 40 8.3 Sales and Transfer Taxes 39 40 8.4 Information Returns 39 41 8.5 Payment of Amount Due under Article 8 39 41 8.6 Assistance and Cooperation 39 41 8.7 Transferred Employees 40 42 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 10CLOSING

Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 46 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1047

Taxes and Employee Benefits. 8.1 Tax Representations 39 50 8.2 Proration of Taxes 39 50 8.3 Sales and Transfer Taxes 39 51 8.4 Information Returns 39 51 8.5 Payment of Amount Due under Article 8 39 51 8.6 Assistance and Cooperation 39 51 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1051

Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 47 8.7 Transferred Employees 40 47 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 51 9.2 Conditions to Obligations of Seller 43 52 ARTICLE 10

Taxes and Employee Benefits. 8.1 Tax Representations 39 44 8.2 Proration of Taxes 39 44 8.3 Sales and Transfer Taxes 39 44 8.4 Information Returns 39 44 8.5 Payment of Amount Due under Article 8 39 44 8.6 Assistance and Cooperation 39 44 8.7 Transferred Employees 40 45 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 109

Taxes and Employee Benefits. 8.1 Tax Representations 39 45 8.2 Proration of Taxes 39 45 8.3 Sales and Transfer Taxes 39 45 8.4 Information Returns 39 45 8.5 Payment of Amount Due under Article 8 39 45 8.6 Assistance and Cooperation 39 46 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1046

Taxes and Employee Benefits. 8.1 Tax Representations 39 46 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 47 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1047

Taxes and Employee Benefits. 54 8.1 Tax Representations 39 54 8.2 Proration of Taxes 39 54 8.3 Sales and Transfer Taxes 39 55 8.4 Information Returns 39 55 8.5 Payment of Amount Due under Article 8 39 55 8.6 Assistance and Cooperation 39 55 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1056

Taxes and Employee Benefits. 8.1 Tax Representations 39 44 8.2 Proration of Taxes 39 44 8.3 Sales and Transfer Taxes 39 44 8.4 Information Returns 39 44 8.5 Payment of Amount Due under Article 8 39 44 8.6 Assistance and Cooperation 39 45 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1045

Taxes and Employee Benefits. 8.1 Tax Representations 39 45 8.2 Proration of Taxes 39 46 8.3 Sales and Transfer Taxes 39 46 8.4 Information Returns 39 46 8.5 Payment of Amount Due under Article 8 39 46 8.6 Assistance and Cooperation 39 46 8.7 Transferred Employees 40 ARTICLE 9 CONDITIONS TO CLOSING 9.1 Conditions to Obligations of Purchaser 43 9.2 Conditions to Obligations of Seller 43 ARTICLE 1047