Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary has or will have timely filed, or caused to be timely filed, all Tax Returns by it, which Tax Returns are true, accurate, correct and complete, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no audits, examinations, investigations or other proceedings pending, or to the Knowledge of the Purchaser, threatened Action, against any Purchaser Entity in respect of any Tax, and each Purchaser Entity has not been notified in writing of any proposed Tax claims or assessments against the Purchaser Entity (other than, in each case, claims or assessments for which adequate reserves in the Purchaser 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 the Purchaser Entity’s assets, other than Permitted Liens. Each Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity 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.

Taxes and Returns. (a) The Purchaser or and Merger Sub have each Purchaser Subsidiary has or will have timely filed, or caused to be timely filed, all income Tax Returns and all other material Tax Returns required to be filed by itit (taking into account all available extensions), which such Tax Returns are true, accurate, correct and completecomplete in all material respects, and has timely paid, collected or withheld, or caused to be timely paid, collected or withheld, all income Taxes and other material Taxes required to be paid, collected or withheld, other than such Taxes that are not yet due and payable for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(aNo written claim has been made within the last thirty-six (36) sets forth each jurisdiction where the Purchaser or months by any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does or Merger Sub do not currently file Tax Returns that it Purchaser or Merger Sub is or may be subject to taxation by that jurisdiction, which such claim has not been resolved. There are no claims, assessments, audits, examinations, investigations or other proceedings pending, Actions pending against the Purchaser or to the Knowledge of the Purchaser, threatened Action, against any Purchaser Entity Merger Sub in respect of any material amount of Tax, and each neither the Purchaser Entity nor the Merger Sub has not been notified in writing of any proposed material Tax claims or assessments against the Purchaser Entity or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amountGAAP). There are no Liens with respect to any Taxes upon any of the Purchaser EntityPurchaser’s or Merger Sub’s assets, other than Permitted Liens. Each Neither the Purchaser Entity nor the Merger Sub has collected any outstanding waivers, extensions, or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts requests for future payment when due. Each Purchaser Entity has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any the Purchaser Entity or Merger Sub for any extension of time within which to file any material Tax Return or within which to pay any material Taxes shown to be due on any material Tax Return.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary Intermediate has or will have timely filed, or caused to be timely filed, all Tax Returns required to be filed by itit (taking into account all available extensions), which Tax Returns are true, accurate, correct and completecomplete in all material respects, and has timely paid, collected or withheld, or caused to be timely paid, collected or withheldwithheld (whether or not shown on any Tax Return), all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Intermediate Financials have been established in accordance with GAAPIFRS and has no Liability for Taxes in excess of the amounts so paid. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in The Intermediate Financials reflect all material respects Liabilities for unpaid Taxes of Intermediate for the periods (or portions of periods) covered by the Intermediate Financials. Intermediate has no material Liability for unpaid Taxes accruing after the Intermediate Financials date, except for Taxes arising in the ordinary course of business consistent with all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdictionpast practice. There are no audits, examinations, investigations or other proceedings pending, or to the Knowledge of the Purchaser, threatened Action, pending against any Purchaser Entity Intermediate in respect of any Tax, and each Purchaser Entity Intermediate has not been notified in writing of any proposed Tax claims or assessments against the Purchaser Entity Intermediate (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Intermediate Financials have been established in accordance with GAAP IFRS or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser EntityIntermediate’s assets, other than Permitted Liens. Each Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity Intermediate has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity Intermediate 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.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary has or will have (i) duly and timely filed, or caused to be timely filed, all Tax Returns required to be filed by it, which (ii) all such Tax Returns are trueaccurate and complete in all material respects, accurate(iii) complied in all respects with all applicable Laws relating to the reporting, correct payment, collection and complete, withholding of Taxes and has paid, duly and timely collected or withheld, and paid over to the applicable Governmental Authority, or caused to be paid, collected or withheld, and paid over to the applicable Governmental Authority, and reported all Taxes (including income, social security and other payroll Taxes) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP, (iv) (A) properly collected all sales Taxes required to be 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 all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transactions as to which it would otherwise have been obligated to collect or withhold Taxes, and (v) provided or made available to the Company true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Governmental Authority with respect to, any taxable period ending after for which the statute of limitations has not expired. Schedule 3.10(a) The Purchaser has complied with all applicable Laws relating to Taxes. Section 3.11 of the Purchaser Disclosure Schedules sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no audits, examinations, investigations or other proceedings pending, or to pending against the Knowledge of the Purchaser, threatened Action, against any Purchaser Entity in respect of any Tax, and each the Purchaser Entity has not been notified in writing of any proposed Tax claims or assessments against the Purchaser Entity (other than, in each case, claims or assessments for which adequate reserves in the Purchaser 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 the Purchaser EntityPurchaser’s assets, other than Permitted Liens. Each The Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any the Purchaser Entity 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.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary Parent has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by itit or Merger Sub (taking into account all available extensions), which such Tax Returns are true, accurate, correct and completecomplete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Parent Financials have been established in accordance with GAAP. Section 3.12 of the Parent Disclosure Schedule 3.10(a) sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary Parent and Merger Sub files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no claims, assessments, audits, examinations, investigations or other proceedings pending, pending against the Parent or to the Knowledge of the Purchaser, threatened Action, against any Purchaser Entity Merger Sub in respect of any Tax, and each Purchaser Entity neither the Parent nor Merger Sub has not been notified in writing of any proposed Tax claims or assessments against the Purchaser Entity Parent or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Parent Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens material Encumbrances with respect to any Taxes upon any of the Purchaser EntityParent’s or Merger Sub’s assets, other than Permitted Liens. Each Purchaser Entity has collected (i) Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the Parent Financials have been paid to established in accordance with GAAP. Neither the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity Parent nor Merger Sub has no any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity the Parent or Merger Sub 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.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary Parent has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by itit (taking into account all available extensions) (collectively, “Tax Returns”) or required to be filed by it or Merger Sub (taking into account all available extensions), which such Tax Returns are true, accurate, correct and completecomplete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Parent Financials have been established in accordance with GAAP. Section 4.12 of the Parent Disclosure Schedule 3.10(a) sets forth each jurisdiction where the Purchaser Parent or any Purchaser Subsidiary Merger Sub files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no claims, assessments, audits, examinations, investigations or other proceedings pending, pending against the Parent or to the Knowledge of the Purchaser, threatened Action, against any Purchaser Entity Merger Sub in respect of any Tax, and each Purchaser Entity neither the Parent nor Merger Sub has not been notified in writing of any proposed Tax claims or assessments against the Purchaser Entity Parent or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Parent Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens material Encumbrances with respect to any Taxes upon any of the Purchaser EntityParent’s or Merger Sub’s assets, other than Permitted Liens. Each Purchaser Entity has collected (i) Taxes, the payment of which is not yet due, or withheld all (ii) Taxes currently required to be collected or withheld charges being contested in good faith by it, appropriate proceedings and all such Taxes for which adequate reserves in the Parent Financials have been paid to established in accordance with GAAP. Neither the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity Parent nor Merger Sub has no any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity the Parent or Merger Sub 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. Since the formation of Parent on June 25, 2010, (i) neither Parent nor Merger Sub has engaged in a trade or business in the United States for U.S. federal income tax purposes and (ii) Parent has recognized less than $100,000 in taxable income. Merger Sub is, and has since its inception been, treated as a disregarded entity of Parent for U.S. federal income tax purposes.

Taxes and Returns. (a) The Purchaser or Company and each Purchaser Subsidiary of the Company Subsidiaries has or will have timely filed, or caused to be timely filed, all material Tax Returns (as hereinafter defined) required to be filed by it, which Tax Returns and all such tax returns are true, accurate, complete and correct and completein all material respects, and has timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes (as hereinafter defined) required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials Company Financial Statements have been established or which are being contested in accordance with GAAPgood faith. Schedule 3.10(a) sets Except as set forth each jurisdiction where in Section 2.16 of the Purchaser Company Disclosure Letter, there are no material claims or assessments pending against the Company or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no audits, examinations, investigations or other proceedings pending, or to the Knowledge of the Purchaser, threatened Action, against Company Subsidiaries for any Purchaser Entity alleged deficiency in respect of any Tax, and each Purchaser Entity the Company has not been notified in writing of any proposed Tax claims or assessments against the Purchaser Entity Company or any of the Company Subsidiaries (other than, than in each case, claims or assessments for which adequate reserves in the Purchaser Financials Company Financial Statements have been established or which are being contested in accordance with GAAP good faith or are immaterial in amount). There are no Liens with respect Except as would not reasonably be expected to any Taxes upon have a Material Adverse Effect: (i) neither the Company nor any of the Purchaser Entity’s assets, other than Permitted Liens. Each Purchaser Entity Company Subsidiaries has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity has no outstanding executed any waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There ; and (ii) there are no outstanding requests by the Company or any Purchaser Entity of the Company Subsidiaries for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. The statute of limitations period for assessment of federal income taxes has expired for all taxable years through the taxable year of Security Systems Holdings, Inc. ending December 31, 1994, and of Triton Group Ltd. ending March 31, 1994. To the best knowledge of the Company, there are no liens for material amounts of Taxes on the assets of the Company or any of the Company Subsidiaries except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent the Company or any of the Company Subsidiaries with respect to Tax matters.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary Each LLIT Entity has or will have timely filed, or caused to be timely filed, all Tax Returns by it, which Tax Returns are true, accurate, correct and complete, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser LLIT Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary LLIT Entity files or is required to file a Tax Return. Each Purchaser LLIT Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser LLIT Entity, threatened Action against such Purchaser LLIT Entity by a Governmental Authority in a jurisdiction where the Purchaser such LLIT Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no audits, examinations, investigations or other proceedings pending, or to the Knowledge of the PurchaserLLIT, threatened Action, against any Purchaser LLIT Entity in respect of any Tax, and each Purchaser no LLIT Entity has not been notified in writing of any proposed Tax claims or assessments against the Purchaser any LLIT Entity (other than, in each case, claims or assessments for which adequate reserves in the Purchaser LLIT 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 the Purchaser LLIT Entity’s assets, other than Permitted Liens. Each Purchaser LLIT Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser No LLIT Entity has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser LLIT Entity 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.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary Each of Pubco and Merger Sub has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and completecomplete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Pubco Financials have been established in accordance with GAAP. Schedule 3.10(a5.12(a) sets forth each jurisdiction where the Purchaser Pubco or any Purchaser Subsidiary files Merger Sub file or is are required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to TaxThere are no claims, assessments. There is no current pending oraudits, examinations, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no audits, examinationsPubco, investigations or other proceedings pending, Actions pending against Pubco or to the Knowledge of the Purchaser, threatened Action, against any Purchaser Entity Merger Sub in respect of any material Tax, and each Purchaser Entity neither Pubco nor Merger Sub has not been notified in writing of any material proposed Tax claims or assessments against the Purchaser Entity Pubco or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Pubco Financials have been established in accordance with GAAP or are immaterial in amountGAAP). There are no Liens with respect to any Taxes upon any of the Purchaser EntityPubco or Merger Sub’s assets, other than Permitted Liens. Each Purchaser Entity Neither Pubco nor Merger Sub has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity has no any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity Pubco or Merger Sub 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. Other than each other, neither Pubco nor Merger Sub are not, and have never been, a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and completecomplete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes that are shown as due on such filed Tax Returns and all other material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a4.10(a) sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to To the Knowledge of a Purchaser EntityPurchaser, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There there are no claims, assessments. audits, examinations, investigations or other proceedings pending, or to the Knowledge of the Purchaser, threatened Action, Actions pending against any Purchaser Entity in respect of any material Tax, and each Purchaser Entity has not been notified in writing of any material proposed Tax claims or assessments against the Purchaser Entity (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount)GAAP. There To the Knowledge of Purchaser, there are no Liens with respect to any Taxes upon any of the Purchaser EntityPurchaser’s assets, other than Permitted Liens. Each Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity 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. Purchaser (i) does not have any material deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of Taxes or Tax matters pending or asserted, proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open, and (ii) has provided adequate reserves in accordance with GAAP in the most recent consolidated financial statements of Purchaser, for any material Taxes of Purchaser as of the date of such financial statements that have not been paid.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and completecomplete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a4.10(a) sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current Action currently pending or, to the Knowledge of a Purchaser EntityPurchaser, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There To the Knowledge of Purchaser, there are no claims, assessments. audits, examinations, investigations or other proceedings pending, or to the Knowledge of the Purchaser, threatened Action, Actions pending against any Purchaser Entity in respect of any material Tax, and each Purchaser Entity has not been notified in writing of any material proposed Tax claims or assessments against the Purchaser Entity (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There To the Knowledge of Purchaser, there are no Liens with respect to any Taxes upon any of the Purchaser EntityPurchaser’s assets, other than Permitted Liens. Each Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity 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. Purchaser (i) does not have any material deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of Taxes or Tax matters pending or asserted, proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open, and (ii) has provided adequate reserves in accordance with GAAP in the most recent consolidated financial statements of Purchaser, for any material Taxes of Purchaser as of the date of such financial statements that have not been paid.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary has Seller Merger Sub, and, to the Knowledge of the Seller, Topcos and Target Affiliates have or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by itthem, and which Tax Returns are are, to the Knowledge of the Seller, true, accurate, correct and completecomplete in all material respects, and and, to the Knowledge of the Seller, has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Audited Financials have been established in accordance with GAAPGAAP of each of their respective jurisdictions. Schedule 3.10(a) 4.25 sets forth each jurisdiction where the Purchaser each of Seller Merger Sub, Topcos or any Purchaser Subsidiary Target Affiliates files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no audits, examinations, investigations or other proceedings pendingpending against Seller Merger Sub, or to the Knowledge of the PurchaserSeller, threatened Action, against any Purchaser Entity the Topcos or the Target Affiliates in respect of any Tax, and each Purchaser Entity none of Seller Merger Sub, or to the to the Knowledge of the Seller, the Topcos or the Target Affiliates has not been notified in writing of any proposed Tax claims or assessments against the Purchaser Entity same (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Audited 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 Seller Merger Sub’s or, to the Purchaser Entity’s Knowledge of the Seller, the Topcos’ or Target Affiliates’ assets, other than Permitted Liens. Each Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by itNone of Seller Merger Sub or, and all such Taxes have been paid to the appropriate Governmental Authorities Knowledge of the Seller, the Topcos or set aside in appropriate accounts for future payment when due. Each Purchaser Entity Target Affiliates has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity Seller Merger Sub or, to the Knowledge of the Seller, the Topcos or Target Affiliates 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.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary MICT has or will have timely filed, or caused to be timely filed, all Tax Returns required to be filed by itit (taking into account all available extensions), which Tax Returns are true, accurate, correct and completecomplete in all material respects, and has timely paid, collected or withheld, or caused to be timely paid, collected or withheldwithheld (whether or not shown on any Tax Return), all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser MICT Financials have been established in accordance with GAAPGAAP and has no Liability for Taxes in excess of the amounts so paid. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in The MICT Financials reflect all material respects Liabilities for unpaid Taxes of MICT for the periods (or portions 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 all applicable Laws relating to Tax. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdictionpast practice. There are no audits, examinations, investigations or other proceedings pending, or to the Knowledge of the Purchaser, threatened Action, pending against any Purchaser Entity MICT in respect of any Tax, and each Purchaser Entity MICT has not been notified in writing of any proposed Tax claims or assessments against the Purchaser Entity MICT (other than, in each case, claims or assessments for which adequate reserves in the Purchaser 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 the Purchaser EntityMICT’s assets, other than Permitted Liens. Each Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity MICT has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity MICT 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. No representations and warranties in this Section 5.10(a) are being given as to the Subsidiaries or business assets to be spun-off in connection with the Spin-Off.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and completecomplete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes that are shown as due on such filed Tax Returns and all other material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(aSection 4.10(a) of the Purchaser Disclosure Schedules sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current pending or, to To the Knowledge of a Purchaser EntityPurchaser, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There there are no claims, assessments. audits, examinations, investigations or other proceedings pending, or to the Knowledge of the Purchaser, threatened Action, Actions pending against any Purchaser Entity in respect of any material Tax, and each Purchaser Entity has not been notified in writing of any material proposed Tax claims or assessments against the Purchaser Entity (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount)GAAP. There To the Knowledge of Purchaser, there are no Liens with respect to any Taxes upon any of the Purchaser EntityPurchaser’s assets, other than Permitted Liens. Each Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity 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. Purchaser (i) does not have any material deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of Taxes or Tax matters pending or asserted, proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open, and (ii) has provided adequate reserves in accordance with GAAP in the most recent consolidated financial statements of Purchaser, for any material Taxes of Purchaser as of the date of such financial statements that have not been paid.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and completecomplete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a4.10(a) sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity has complied in all material respects with all applicable Laws relating to Tax. There is no current Action currently pending or, to the Knowledge of a Purchaser EntityPurchaser, threatened Action against such Purchaser Entity by a Governmental Authority in a jurisdiction where the Purchaser Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There To the Knowledge of Purchaser, there are no claims, assessments. audits, examinations, investigations or other proceedings pending, or to the Knowledge of the Purchaser, threatened Action, Actions pending against any Purchaser Entity in respect of any material Tax, and each Purchaser Entity has not been notified in writing of any material proposed Tax claims or assessments against the Purchaser Entity (other than, in each case, claims or assessments for which adequate reserves in the Purchaser 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 the Purchaser EntityPurchaser’s assets, other than Permitted Liens. Each Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity 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.

Taxes and Returns. (a) The Purchaser or each Purchaser Subsidiary SPAC has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are true, accurate, correct accurate and completecomplete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser SPAC Financials have been established in accordance with U.S. GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser or any Purchaser Subsidiary files or is required to file a Tax Return. Each Purchaser Entity The SPAC has complied in all material respects with all applicable Laws relating to TaxTaxes. There is no current pending or, to the Knowledge of a Purchaser Entity, threatened Action against such Purchaser Entity by a Governmental Authority in a Schedule 3.10(a) sets forth each jurisdiction where the Purchaser Entity does not SPAC files or is required to file a Tax Returns Return, and no claims have ever been made by any Governmental Authority that it the SPAC is or may be subject to taxation by Tax in a jurisdiction where the SPAC does not file Tax Returns. To the Knowledge of the SPAC, there is no basis for a claim that jurisdictionthe SPAC is subject to Tax in a jurisdiction in which it does not file Tax Returns. There are no audits, examinations, investigations or other proceedings pending, or to pending against the Knowledge of the Purchaser, threatened Action, against any Purchaser Entity SPAC in respect of any Tax, and each Purchaser Entity the SPAC has not been notified in writing of any proposed Tax claims or assessments against the Purchaser Entity SPAC (other than, in each case, claims or assessments for which adequate reserves in the Purchaser SPAC Financials have been established in accordance with U.S. GAAP or are immaterial in amount). There are no Tax deficiencies that have been claimed, proposed, or asserted in writing against the SPAC that have not been fully paid or finally settled and there are no discussions, audits, asserts or claims now pending, or, to the Knowledge of the SPAC, threatened, in respect of Taxes due from or with respect to the SPAC. There are no Liens with respect to any Taxes upon any of the Purchaser EntitySPAC’s assets, other than Permitted Liens. Each Purchaser Entity has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. Each Purchaser Entity The SPAC has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Purchaser Entity the SPAC 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.