Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. The Company and each of its subsidiaries have duly and timely filed all returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated and employment tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accounts) (“Returns”) required pursuant to applicable law to be filed with any taxing or other governmental authority. All such Returns are accurate, complete and correct in all material respects, and the Company and each of its subsidiaries has duly and timely paid all Taxes due with respect to such Returns and has duly and timely paid all Taxes imposed on or assessed against the Company or such subsidiary. In addition, adequate provisions have been and are reflected in the Company Financial Statements for all current taxes and other charges to which the Company or any of its subsidiaries is subject and which are not currently due and payable. None of the Returns of the Company or any of its subsidiaries have been audited by the Internal Revenue Service or any other taxing or other governmental authority. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or collected all Taxes required to be withheld or collected from any payments made (or deemed made) , and has duly and timely paid the same to the proper taxing or other governmental authority. For purposes of this Agreement, the term “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (x) any and all taxes, fees, assessments, or charges of any kind whatsoever imposed by a taxing or other governmental authority, including, without limitation, any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever imposed by a taxing or other governmental authority, together with any interest or any penalty, addition to tax or additional amount with respect thereto or relating to any Return, (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee of or successor to any other person, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other person.

Taxes and Returns. The Company and each of its subsidiaries (a) MICT has or will have duly and timely filed filed, or caused to be timely filed, all returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated and employment tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accounts) (“Returns”) Tax Returns required pursuant to applicable law to be filed with any taxing or other governmental authority. All such by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete and correct in all material respects, and the Company and each of its subsidiaries has duly and timely paid all Taxes due with respect paid, collected or withheld, or caused to such Returns and has duly and be timely paid all Taxes imposed on paid, collected or assessed against the Company or such subsidiary. In addition, adequate provisions have been and are reflected in the Company Financial Statements for all current taxes and other charges to which the Company or any of its subsidiaries is subject and which are not currently due and payable. None of the Returns of the Company or any of its subsidiaries have been audited by the Internal Revenue Service or any other taxing or other governmental authority. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability withheld (whether federal or state) of not shown on any nature whatsoeverTax Return), whether pending or threatened against the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or collected all Taxes required to be withheld paid, collected or collected from any payments made withheld, other than such Taxes for which adequate reserves in MICT Financials have been established in accordance with GAAP and has no Liability for Taxes in excess of the amounts so paid. The MICT Financials reflect all material Liabilities for unpaid Taxes of MICT for the periods (or deemed madeportions of periods) covered by the MICT Financials. MICT has no material Liability for unpaid Taxes accruing after the MICT Financials date, except for Taxes arising in the ordinary course of business consistent with past practice. There are no audits, examinations, investigations or other proceedings pending against MICT in respect of any Tax, and MICT has duly and timely paid the same to the proper taxing or other governmental authority. For purposes of this Agreement, the term “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (x) any and all taxes, fees, assessments, or charges not been notified in writing of any kind whatsoever imposed by a taxing proposed Tax claims or assessments against MICT (other governmental authoritythan, includingin each case, without limitationclaims or assessments for which adequate reserves in MICT Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of MICT’s assets, any net income, alternative other than Permitted Liens. MICT has no outstanding waivers or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge extensions of any kind whatsoever imposed applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by a taxing or other governmental authority, together with any interest or any penalty, addition to tax or additional amount with respect thereto or relating to any Return, (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group MICT for any taxable period extension of time within which to file any Tax Return or as the result of being a transferee of or successor within which to pay any other person, and (z) Taxes shown to be due on any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other personTax Return.

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and each of its subsidiaries have duly and timely filed all returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated and employment tax foreign Tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accounts) (“Returns”) required pursuant to applicable law to be filed with any taxing by it or other governmental authority. All the Company Subsidiaries (taking into account all available extensions) (collectively, “Tax Returns”), which such Tax Returns are true, accurate, complete correct and correct in complete, and has paid, collected or withheld, or caused to be paid, collected or withheld set forth on such Tax Returns, all material respectsTaxes required to be paid, and collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Section 2.17 of the Company Disclosure Schedule sets forth each jurisdiction where the Company and each of its subsidiaries has duly and timely paid all Taxes due with respect Company Subsidiary files or is required to such Returns and has duly and timely paid all Taxes imposed on file a Tax Return. There are no claims, assessments, audits, examinations, investigations or assessed other proceedings pending against the Company or such subsidiary. In addition, adequate provisions have been and are reflected in the Company Financial Statements for all current taxes and other charges to which the Company or any of its subsidiaries is subject the Company Subsidiaries in respect of any Tax, and which are not currently due and payable. None neither the Company nor any of the Returns Company Subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established in accordance with GAAP or are immaterial in amount). There are no material liens with respect to any Taxes upon any of the Company’s or its Subsidaries’ assets, other than (i) Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings and for which adequate reserves in the Company Financials have been established in accordance with GAAP. Neither the Company nor any of the Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. There are no Encumbrances for material amounts of Taxes on the assets of the Company or any of its subsidiaries the Company Subsidiaries, except for statutory liens for current Taxes not yet due and payable or Taxes that are being contested in good faith and for which adequate reserves in the Company Financials have been audited by the Internal Revenue Service or any other taxing or other governmental authority. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or collected all Taxes required to be withheld or collected from any payments made (or deemed made) , and has duly and timely paid the same to the proper taxing or other governmental authority. For purposes of this Agreement, the term “Tax” (and, established in accordance with correlative meaning, “Taxes” and “Taxable”) means (x) any and all taxes, fees, assessments, or charges of any kind whatsoever imposed by a taxing or other governmental authority, including, without limitation, any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever imposed by a taxing or other governmental authority, together with any interest or any penalty, addition to tax or additional amount with respect thereto or relating to any Return, (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee of or successor to any other person, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other personGAAP.

Taxes and Returns. The Company and each of its subsidiaries have duly and timely filed all returnsAll federal, statementsstate, reportscounty, declarations local, foreign and other forms and documents (including, without limitation, estimated and employment tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accounts) (“Returns”) required pursuant to applicable law to be filed with any taxing or other governmental authority. All such Returns are accurate, complete and correct in all material respects, and the Company and each of its subsidiaries has duly and timely paid all Taxes due with respect to such Returns and has duly and timely paid all Taxes imposed on or assessed against the Company or such subsidiary. In addition, adequate provisions have been and are reflected in the Company Financial Statements for all current taxes and other charges to which the Company or any of its subsidiaries is subject and which are not currently due and payable. None of the Returns of the Company or any of its subsidiaries have been audited by the Internal Revenue Service or any other taxing or other governmental authority. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or collected all Taxes required to be withheld or collected from any payments made (or deemed made) , and has duly and timely paid the same to the proper taxing or other governmental authority. For purposes of this Agreement, the term “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (x) any and all taxes, fees, assessments, or charges of any kind whatsoever imposed by a taxing or other governmental authority, including, without limitation, any net income, alternative or add-on minimum tax, gross incomefranchise, gross receipts, sales, sales and use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employmentreal and personal property and other taxes and governmental charges, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge assessments and contributions of any kind whatsoever imposed by a taxing or other governmental authority, together with any interest or any penalty, addition to tax or additional amount the Company with respect thereto to the Business or relating with respect to which Buyer or the Company could have any Returnliability, (y) any liability for the payment of any amounts of the type described in (x) including interest and penalties, as a result of being a member of an affiliated, consolidateda controlled, combined or unitary affiliated group of corporations ("Taxes") required to be paid, collected or withheld with respect to all open years have been paid, collected or withheld and remitted to the appropriate governmental agency except for (j) those Taxes which the Company is contesting in good faith and (ii) accrued and unpaid Taxes as to which appropriate reserves have been established by the Company ("Tax Reserves"). The Company has filed all tax returns and reports required to be filed by it, or requests for extensions to file such returns or reports have been timely filed and granted and have not expired, and all tax returns and reports are complete and accurate in all material respects. No requests for waivers of the time to assess any taxable Taxes against the Company have been granted or are pending, except for requests with respect to such taxes as to which appropriate reserves have been established by the Company. SCHEDULE 3.22 sets forth the amount of Taxes that the Company is contesting in good faith and the amount of Taxes not yet paid which are accrued to the extent not specifically set forth in the Financial Statements. All tax returns required to be filed by Seller with respect to Taxes have been filed in a timely manner, and all Taxes reflected on such returns as being due have been paid. No election under section 341(f) of the Code has been made to treat the Company as a "consenting corporation." The Company has not been a United States real property holding company within the meaning of section 897(c)(2) of the Code during the period specified in section 897(c)(l)(A)(ii) of the Code. The Company is not a party to a tax sharing or as the result tax indemnity agreement or any other agreement of being a transferee of or successor similar nature that remains in effect. The Company is not a party to any other personcontract that would result, and (z) separately or in the aggregate, in the requirement to pay any liability for "excess parachute payments" within the payment meaning of any amounts Section 2800 of the type described Code. The Company has withheld and paid all Taxes required to have been withheld and paid in (x) connection with amounts paid or (y) as a result of owing to any express employee, independent contractor, creditor, stockholder or implied obligation to indemnify any other personthird party.

Taxes and Returns. The All federal, state, county and local, and all foreign and other, income, franchise, excise, tariff, gross receipts, sales and use, payroll, real and personal property and other taxes and governmental charges, assessments and contributions for which the Company and each the Acquisition Subsidiary is or may be liable including, but not limited to, interest and penalties ("TAXES"), required to be paid, collected or withheld with respect to all open years have been paid or collected or withheld and remitted to the appropriate governmental agency except for (i) any Taxes which the Company is contesting in good faith which have been noted in the Financial Statements, (ii) Taxes not yet payable which have been adequately provided for in the Financial Statements, (iii) any Taxes which may be imposed as a sole and direct result of its subsidiaries have duly the transactions contemplated by this Agreement, and timely filed all returns(iv) Taxes set forth in EXHIBIT 3.15 attached hereto. True, statements, reports, declarations complete and other forms and documents correct returns (including, without limitation, estimated and employment tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accountsother material information) (“Returns”) required pursuant to applicable law to be have been timely filed with any taxing or other governmental authority. All such Returns are accurate, complete and correct in all material respects, and by the Company and each of its subsidiaries has duly and timely paid all Taxes due with the appropriate governmental agency with respect to such Returns and has duly and timely paid all Taxes imposed on or assessed against and the Company or such subsidiary. In addition, adequate provisions copies thereof which have been provided to Xxxxx are true, accurate and are reflected in the Company Financial Statements for all current taxes and other charges to which the Company or any of its subsidiaries is subject and which are not currently due and payablecomplete. None of the Returns Such tax returns of the Company or any of its subsidiaries have not been audited by the Internal Revenue Service Service. Neither the Company nor any group of which the Company is now or ever was a member has filed or entered into any other election, consent or extension agreement that extends any applicable statute of limitations or the time within which a return must be filed. Neither the Company nor any group of which the Company is now or ever was a member is a party to any action or proceeding pending or threatened by any governmental authority for assessment or collection of Taxes, no unresolved claim for assessment or collection of Taxes has been asserted, no audit or investigation by any governmental authority is pending or threatened and no such matters are under discussion with any governmental authority. No deficiencies for Taxes have been claimed, proposed or assessed by any taxing or other governmental authority. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against never been an "S" corporation under the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or collected all Taxes required to be withheld or collected from any payments made (or deemed made) , and has duly and timely paid the same to the proper taxing or other governmental authority. For purposes of this Agreement, the term “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (x) any and all taxes, fees, assessments, or charges of any kind whatsoever imposed by a taxing or other governmental authority, including, without limitation, any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever imposed by a taxing or other governmental authority, together with any interest or any penalty, addition to tax or additional amount with respect thereto or relating to any Return, (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee of or successor to any other person, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other personCode.

Taxes and Returns. The Company (a) All federal, state, country and each of its subsidiaries have duly local, and timely filed all returnsforeign and other, statementsincome, reportsfranchise, declarations excise, tariff, gross receipts, sales and use, Social Security, employees' withholding, payroll, ad valorem, real and personal property and other forms taxes and documents governmental charges, assessments and contributions for which the Company is or may be liable, including but not limited to interest and penalties ("Taxes"), required to be paid, collected or withheld with respect to all open years have been paid or collected or withheld and remitted to the appropriate governmental agency, except for any Taxes which the Company is contesting in good faith which have been noted in the Financial Statements, and except for Taxes not yet payable which have been adequately provided for in the Financial Statements. Except as set forth in Schedule 3.15, true, complete and correct returns (including, without limitation, estimated and employment tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accountsother material information) (“Returns”) required pursuant to applicable law to be have been timely filed with the appropriate governmental agency with respect to all Taxes and the copies thereof which have been provided to Buyer are true, accurate and complete. To the knowledge of the Company, neither the Company nor any taxing group of which the Company is now or other ever was a member has filed or entered into any election, consent or extension agreement that extends any applicable statute of limitations or the time within which a return must be filed. Neither the Company nor any group of which the Company ever was a member is a party to or is aware of any action or proceeding pending or threatened by any governmental authority for assessment or collection of Taxes, no unresolved claim for assessment or collection of Taxes has been asserted, no audit or investigation by any governmental authority is pending or threatened and no such matters are under discussion with any governmental authority. All such Returns are accurate, complete and correct in all material respects, and Neither the Company and each nor any group of its subsidiaries has duly and timely paid all Taxes due with respect to such Returns and has duly and timely paid all Taxes imposed on or assessed against the Company or such subsidiary. In addition, adequate provisions have been and are reflected in the Company Financial Statements for all current taxes and other charges to which the Company or ever was a member will have any of its subsidiaries is subject and which are not currently due and payableliability for any Taxes arising from an audit. None of the Returns of the Company or any of its subsidiaries No deficiencies for Taxes have been audited claimed, proposed or assessed by the Internal Revenue Service or any other taxing or other governmental authority. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or collected all Taxes required to be withheld or collected from any payments made (or deemed made) is not, and never has duly and timely paid been, an "S" corporation under the same to Internal Revenue Code of 1986, as amended (the proper taxing or other governmental authority. For purposes of this Agreement, the term “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (x) any and all taxes, fees, assessments, or charges of any kind whatsoever imposed by a taxing or other governmental authority, including, without limitation, any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever imposed by a taxing or other governmental authority, together with any interest or any penalty, addition to tax or additional amount with respect thereto or relating to any Return, (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee of or successor to any other person, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other person"Code").

Taxes and Returns. The (a) Each Target Company and each of its subsidiaries have has (i) (A) duly and timely filed filed, or caused to be timely filed, all returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated and employment tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accounts) (“Returns”) Tax Returns required pursuant to applicable law to be filed by or with any taxing respect to it (B) or, if and as applicable, shall timely file or other governmental authority. All cause to be filed, all Tax Returns which may be required to be filed yet as of the Effective Date are not yet due, (ii) all such Tax Returns are are, to its knowledge, true, accurate, correct and complete and correct in all material respects, (iii) to its knowledge complied, or shall comply, as and if applicable, in all respects with all applicable Laws relating to the Company reporting, payment, collection and each withholding of Taxes and has, to its subsidiaries has knowledge, duly and timely paid all Taxes due with respect to such Returns collected or withheld, and has paid, or, as applicable, shall duly and timely collect and withhold and pay over to the applicable Governmental Authority, or caused, or shall cause, to be collected or withheld, and paid over to the applicable Governmental Authority, and reported, or as applicable, report all Taxes imposed on (including income, social security and other payroll Taxes) required to be paid, collected or assessed against the Company or withheld, other than such subsidiary. In addition, Taxes for which adequate provisions have been and are reflected reserves in the Company Financial Statements for all current taxes and other charges to which the Company or any of its subsidiaries is subject and which are not currently due and payable. None of the Returns of the Company or any of its subsidiaries Financials have been audited by the Internal Revenue Service established in accordance with IFRS or any other taxing or other governmental authority. The Company has no GAAP (as applicable to such Target Company), (iv) to its knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or stateA) of any nature whatsoever, whether pending or threatened against the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or properly collected all sales Taxes required to be withheld collected in the time and manner required by applicable Law and remitted such sales Taxes to the applicable Governmental Authority in the manner required by applicable Law and (B) properly requested, received and retained, or collected from as applicable, shall properly request, receive and retain, all necessary exemption certificates and other documentation supporting any payments made (claimed exemption or deemed made) waiver of Taxes on sales or similar transactions as to which it would otherwise have been obligated to collect or withhold Taxes, and has duly (v) provided or made available to Purchaser true, complete and timely paid the same to the proper taxing or other governmental authority. For purposes correct copies of this Agreementall Tax Returns relating to, the term “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (x) any and all taxesaudit reports and correspondence relating to each proposed adjustment, feesif any, assessments, or charges of made by any kind whatsoever imposed by a taxing or other governmental authority, including, without limitation, any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever imposed by a taxing or other governmental authority, together with any interest or any penalty, addition to tax or additional amount Governmental Authority with respect thereto or relating to any Returnto, (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as ending after for which the result statute of being a transferee of or successor limitations has not expired. Each Target Company has complied with all applicable Laws relating to any other person, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other personTax.

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and each of its subsidiaries have duly and timely filed all returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated and employment tax foreign Tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accounts) (“Returns”) required pursuant to applicable law to be filed with any taxing by it or other governmental authority. All the Company Subsidiaries (taking into account all available extensions) (collectively, “Tax Returns”), which such Tax Returns are true, accurate, complete correct and correct in complete, and has paid, collected or withheld, or caused to be paid, collected or withheld set forth on such Tax Returns, all material respectsTaxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Signing Company Financials as of the date hereof (and the Closing Company Financials as of the Closing Date) have been established. Section 2.17 of the Company Disclosure Schedule sets forth each jurisdiction where the Company and each of its subsidiaries has duly and timely paid all Taxes due with respect Company Subsidiary files or is required to such Returns and has duly and timely paid all Taxes imposed on file a Tax Return. There are no claims, assessments, audits, examinations, investigations or assessed other proceedings pending against the Company or such subsidiary. In addition, adequate provisions have been and are reflected in the Company Financial Statements for all current taxes and other charges to which the Company or any of its subsidiaries is subject the Company Subsidiaries in respect of any Tax, and which are not currently due and payable. None neither the Company nor any of the Returns Company Subsidiaries has been notified in writing of any proposed Tax claims or assessments against the Company or any of the Company Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established or are immaterial in amount). There are no material liens with respect to any Taxes upon any of the Company’s or the Company Subsidiaries’ assets, other than (i) Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings and for which adequate reserves in the Signing Company Financials as of the date hereof (and the Closing Company Financials as of the Closing Date) have been established. Neither the Company nor any of the Company Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. There are no Encumbrances for material amounts of Taxes on the assets of the Company or any of its subsidiaries the Company Subsidiaries, except for statutory liens for current Taxes not yet due and payable or Taxes that are being contested in good faith and for which adequate reserves in the Signing Company Financials as of the date hereof (and the Closing Company Financials as of the Closing Date) have been audited by the Internal Revenue Service or any other taxing or other governmental authority. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or collected all Taxes required to be withheld or collected from any payments made (or deemed made) , and has duly and timely paid the same to the proper taxing or other governmental authority. For purposes of this Agreement, the term “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (x) any and all taxes, fees, assessments, or charges of any kind whatsoever imposed by a taxing or other governmental authority, including, without limitation, any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever imposed by a taxing or other governmental authority, together with any interest or any penalty, addition to tax or additional amount with respect thereto or relating to any Return, (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee of or successor to any other person, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other personestablished.

Taxes and Returns. The All federal, state, county and local, and all foreign and other, income, franchise, excise, tariff, gross receipts, sales and use, payroll, real and personal property and other taxes and governmental charges, assessments and contributions for which the Company and each the Acquisition Subsidiary is or may be liable including, but not limited to, interest and penalties ("TAXES"), required to be paid, collected or withheld with respect to all open years have been paid or collected or withheld and remitted to the appropriate governmental agency except for (i) any Taxes which the Company is contesting in good faith which have been noted in the Financial Statements, (ii) Taxes not yet payable which have been adequately provided for in the Financial Statements, (iii) any Taxes which may be imposed as a sole and direct result of its subsidiaries have duly the transactions contemplated by this Agreement, and timely filed all returns(iv) Taxes set forth in EXHIBIT 3.15 attached hereto. True, statements, reports, declarations complete and other forms and documents correct returns (including, without limitation, estimated and employment tax returns and reports and information returns and reports, including information returns on Internal Revenue Service Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, and information reports concerning interests in foreign bank and financial accounts on TD F 90-22.1, Report of Foreign Bank and Financial Accountsother material information) (“Returns”) required pursuant to applicable law to be have been timely filed with any taxing or other governmental authority. All such Returns are accurate, complete and correct in all material respects, and by the Company and each of its subsidiaries has duly and timely paid all Taxes due with the appropriate governmental agency with respect to such Returns and has duly and timely paid all Taxes imposed on or assessed against and the Company or such subsidiary. In addition, adequate provisions copies thereof which have been provided to Patra are true, accurate and are reflected in the Company Financial Statements for all current taxes and other charges to which the Company or any of its subsidiaries is subject and which are not currently due and payablecomplexx. None of the Returns Such tax returns of the Company or any of its subsidiaries have not been audited by the Internal Revenue Service Service. Neither the Company nor any group of which the Company is now or ever was a member has filed or entered into any other election, consent or extension agreement that extends any applicable statute of limitations or the time within which a return must be filed. Neither the Company nor any group of which the Company is now or ever was a member is a party to any action or proceeding pending or threatened by any governmental authority for assessment or collection of Taxes, no unresolved claim for assessment or collection of Taxes has been asserted, no audit or investigation by any governmental authority is pending or threatened and no such matters are under discussion with any governmental authority. No deficiencies for Taxes have been claimed, proposed or assessed by any taxing or other governmental authority. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against never been an "S" corporation under the Company or any of its subsidiaries for any period, nor of any basis for any such assessment, adjustment or contingency. The Company and each of its subsidiaries have duly and timely withheld or collected all Taxes required to be withheld or collected from any payments made (or deemed made) , and has duly and timely paid the same to the proper taxing or other governmental authority. For purposes of this Agreement, the term “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means (x) any and all taxes, fees, assessments, or charges of any kind whatsoever imposed by a taxing or other governmental authority, including, without limitation, any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever imposed by a taxing or other governmental authority, together with any interest or any penalty, addition to tax or additional amount with respect thereto or relating to any Return, (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee of or successor to any other person, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other personCode.