Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns required to be filed by it on or before the date hereof (all such returns being correct and complete in all material respects) and duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.

Taxes and Tax Returns. For purposes of this Section 4.9Proper and accurate federal, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary state and local returns have been timely filed by UJB and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability of its bank subsidiaries for all periods for which returns were due, including with respect to employee income tax withholding, social security and unemployment taxes, and the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns required amounts shown thereon to be filed by it due and payable have been paid in full or adequate provision therefor has been included on the books of UJB or before its appropriate subsidiary. Provision has been made on the date hereof (books of UJB or its appropriate bank subsidiary for all such returns being correct and complete in all material respects) and duly and timely paid all material Taxes which have unpaid taxes, whether or not disputed, that may become due and payable by itUJB or any of its subsidiaries in future periods in respect of transactions, sales or services previously occurring or performed. UJB is not and there are no agreements, waivers or other arrangements providing for an extension has not been a United States real property holding corporation as defined in Section 897(c)(2) of time with respect to the filing Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither UJB nor any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable its bank subsidiaries is currently a party to any federal, state, local, tax sharing or foreign tax returns or Taxes; and (iv) not entered into any discussions similar agreement with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authoritiesthird party. There are no Liens on any property material matters, assessments, notices of ACE*COMM that arose in connection with any failure (deficiency, demands for taxes, proceedings, audits or alleged failure) proposed deficiencies pending or, to pay any material Tax when due. ACE*COMM has withheld from each payment made to UJB's knowledge, threatened against UJB or any of its past bank subsidiaries and there have been no waivers of statutes of limitations or present employeesagreements related to assessments or collection in respect of any federal, officers state or directorslocal taxes. Neither UJB nor any of its subsidiaries has agreed to or is required to make any adjustment pursuant to Section 481(a) of the Code by reason of a change in accounting method initiated by UJB or any of its subsidiaries, and neither UJB nor any of its bank subsidiaries has any knowledge that the IRS has proposed any such adjustment or change in accounting method. UJB and its subsidiaries have complied in all material respects with all requirements relating to any noninformation reporting and withholding (including back-residents, the amount of Taxes up withholding) and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) requirements relating to the proper federalreporting of interest, state, local, or foreign authority within dividends and other reportable payments under the time required Code and state and local tax laws and the regulations promulgated thereunder and other requirements relating to reporting under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book federal law including record keeping and Tax income) is adequate for Taxes due or accrued as of the date hereofreporting on monetary instruments transactions.

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary (a) Parent and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could its Subsidiaries have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) ), except that all such failures to file, taken together, as would not likely have a Material Adverse Effect on Parent, and has duly paid or made provision on the financial statements for the periods ended December 31, 2004, March 31, 2005, June 30, 2005, September 30, 2005 and timely paid December 31, 2005, and as referred to in Section 4.8 hereof, in accordance with GAAP for the payment of all material Taxes which have become been incurred or are due or claimed to be due from it by Taxing Authorities on or prior to the date hereof other than Taxes (a) that (x) are not yet delinquent or (y) are being contested in good faith and payable by itset forth in Section 4.10 of the Parent and Merger Sub Disclosure Schedule (b) that have not been finally determined, and (c) the failure to pay, taken together, would not likely have a Material Adverse Effect on Parent. The IRS has not notified Parent of, or to the Knowledge of Parent otherwise asserted, that there are no agreements, waivers or other arrangements providing for an extension of time any material deficiencies with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the federal income Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authoritiesParent. There are no Liens on any property material disputes pending, or to the Knowledge of ACE*COMM that arose in connection with any failure (Parent claims asserted for, Taxes or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to assessments upon Parent or any of its past Subsidiaries. In addition, Tax Returns which are accurate and complete in all material respects have been filed by Parent and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Tax Returns to be due and payable have been paid in full or present employeesadequate provision therefor in accordance with GAAP has been included by Parent in the financial statements for the periods ended December 31, officers or directors2004, March 31, 2005, June 30, 2005, September 30, 2005 and December 31, 2005, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements as referred to in Section 4.5 4.8 hereof. The unpaid Taxes of Parent (other i) did not, as of the date of any financial statement referred to in Parent’s Annual Reports on Form 10-KSB exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued set forth on the face of such financial statements (other than the notes thereto) and (ii) will not as of the date hereofClosing Date exceed such reserve as adjusted for the passage of time though the Closing Date in accordance with past custom and practice of Parent in filing its Tax Returns. Neither Parent nor any of its Subsidiaries has been asked to consent to, and has not consented to, any currently effective waiver or extension of any statute of limitations with respect to any Tax. Neither Parent nor any Subsidiary has made an election under Section 341(f) of the Code. Parent has provided or made available to Company complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for Parent’s fiscal years 2003 and 2004. For this purpose, “correspondence and documents” include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of Parent or any Subsidiary.

Taxes and Tax Returns. For purposes (a) (i) Each of this Section 4.9the Company and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, ACE*COMM shall include ACE*COMMand all such Tax Returns are true, correct, and complete in all material respects and were prepared in substantial compliance with all applicable laws and regulations; (ii) neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time (other than automatic extensions) within which to file any Tax Return; (iii) all Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves for such Taxes have been established in accordance with GAAP as set forth on the Company Financial Statements (rather than the notes thereto) and the Company has not incurred any material Taxes outside of the ordinary course of business since the Balance Sheet Date; (v) each ACE*COMM Subsidiary of the Company and its Subsidiaries has complied in all material respects with all laws relating to the withholding and collection of Taxes and has collected or withheld all Taxes required to have been collected or withheld and to the extent required by applicable law have paid such amounts to the proper governmental authority or other applicable person, except as would not result in material liability to the Company; (vi) neither the Company nor any of its Subsidiaries has granted any extension or waiver of the statute of limitations or limitation period applicable to any Tax that remains in effect; (vii) no deficiency or claim with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries; (vii) there are no pending or, to the knowledge of the Company, threatened disputes, claims, audits, examinations, proposed adjustments, or other proceedings regarding any Taxes of the Company and its Subsidiaries or the assets of Company and its Subsidiaries and no notice indicating an intent to open an audit or other review has been received by the Company or its Subsidiaries; (ix) neither the Company nor any of the Subsidiaries has a branch, agency, permanent establishment or is otherwise engaged in business in a country other than the country of its incorporation or organization and neither the Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries was required to file any Tax Return that was not filed; (x) the Company has made available to Parent true, correct, and complete copies of all income and other material Tax Returns of the Company and its Subsidiaries filed for taxable periods ending after December 31, 2010 or for which the statute of limitations remains open and any private letter ruling requests, technical advice memoranda received, voluntary compliance program statements or similar agreements, closing agreements or gain recognition agreements with respect to Taxes; (xi) the Company and each other affiliated or related corporation or entity if ACE*COMM of its Subsidiaries has systems, processes and procedures in place in order to comply with Sections 1471 through 1474 of the Code and any similar provision of foreign law; (xii) there are no Liens for Taxes (except Taxes not yet due and payable) on any of the assets of the Company or any ACE*COMM Subsidiary of its Subsidiaries; (xiii) neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries); (xiv) neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or could have (B) has any material liability for the Taxes of such corporation any person (other than the Company or entity. ACE*COMM any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (xv) neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” (iwithin the meaning of Section 355(a)(1)(A) timely filed all material of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code; (xvi) neither the Company nor any of the Subsidiaries is or has been a party to any “reportable transaction,” as defined in Treasury Regulation Section 1.6011-4(b); (xvii) each of the Company and its Subsidiaries have disclosed on their federal income Tax Returns required all positions taken therein that could give rise to be filed by it on a substantial understatement of federal income Tax with the meaning of Section 6662 of the Code; (xviii) at no time during the past five (5) years has the Company been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; (xix) all related-party transactions involving the Company or before any of the date hereof (all such returns being correct Subsidiaries are at arm’s length in material compliance with Section 482 of the Code and complete in all material respects) the Treasury Regulations promulgated thereunder and duly and timely paid all material Taxes which have become due and payable by itany comparable provision of any other Tax laws, and there are no agreementsall notification, waivers or other arrangements providing for an extension of time documentation and similar requirements with respect to the filing of any material Tax Return or the payment of any material Taxthereto have been timely satisfied; (iixx) received no written notice ofeach of the Company and the Subsidiaries has conducted all aspects of its business in accordance with the terms and conditions of all Tax rulings, nor does ACE*COMM have Tax concessions and Tax holidays that were provided by any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any relevant Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or TaxesAuthority; and (ivxxi) not entered into neither the Company nor any discussions with of the Subsidiaries will be required to include any federalitem of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, locallocal or foreign income Tax law) executed on or prior to the Closing Date; (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, (E) election under Section 108(i) of the Code made on or prior to the Closing Date, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, (F) prepaid amount received on or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) prior to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofClosing Date.

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (a) (i) Each of the Company and its Subsidiaries has duly and timely filed (including all material applicable extensions) all Tax Returns required to be filed by it on or before the date hereof (and all such returns being correct Tax Returns are accurate and complete in all material respects) and duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Taxcomplete; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 each of the ACE*COMM Disclosure Schedule, since Company and its Subsidiaries has paid all Taxes required to be paid by it and has timely paid or made provision for the inception payment of ACE*COMM, the Tax Returns of ACE*COMM all Taxes that have never been audited incurred or are due or claimed to be due from it by federal, state, localforeign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP; (iii) the Tax Returns of the Company and its Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure the appropriate taxing authority (or alleged failurethe applicable statues of limitation for the assessment of Taxes for such periods have expired) for all years to pay any material Tax when due. ACE*COMM has withheld from each payment made and including the years ending 2006; (iv) no extensions or waivers of statutes of limitation have been given by or requested with respect to any of the Company’s Taxes or those of its past Subsidiaries, (v) there are no disputes pending, or present employeeswritten claims asserted, officers for Taxes or directorsassessments upon the Company or any of its Subsidiaries; (vi) neither the Company nor any of its Subsidiaries has any liability for Taxes of any person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state or foreign Law), as a transferee or successor, by contract, or otherwise; and (vii) the Company and its Subsidiaries have complied with all applicable laws relating to any non-residents, the amount payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442 and other deductions 3402 of the Code or any comparable provision of any state, local or foreign Laws) and have, within the time and in the manner prescribed by applicable law, withheld from and paid over all amounts required to be so withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign relevant taxing authority within the time required under applicable Laws. The provision for Taxes ; (ix) neither the Company nor any of ACE*COMMits Subsidiaries has participated in any “reportable transactions” within the meaning of Treasury Regulation Section 1.6011-4; (x) neither the Company nor any of its Subsidiaries has been a party to any distribution occurring during the last three years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; (xi) no written or, if anyto the Knowledge of the Company, shown other claim has been made by a taxing authority in a jurisdiction where the most recent financial statements referred Company or any of its Subsidiaries does not currently file Tax Returns that the Company or such Subsidiary is or may be subject to in taxation by that jurisdiction; and (xii) the Company has not undergone any “ownership change” within the meaning of Section 4.5 (382 of the Code and other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued solely as a result of the date hereoftransaction contemplated by this Agreement, the utilization of any net operating loss carryforwards of the Company or any of its Subsidiaries is not subject to any limitations pursuant to Sections 382, 383, or 384 of the Code.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary the Company and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, foreign and local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM all Taxes and other governmental charges that have any knowledge of, any notice of deficiency been incurred or assessment are due or proposed deficiency or assessment claimed to be due from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers it by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, localforeign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges that are not yet delinquent or are being contested in good faith and have not been finally determined, or foreign (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not, either individually or in the aggregate, have a Material Adverse Effect on the Company. The federal and material state income tax returns of the Company and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") or Taxes; the relevant state taxing authorities, as the case may be, for all complete tax years, and any liability with respect thereto has been satisfied or any liability with respect to any deficiencies asserted as a result of any such examinations is covered by reserves made in accordance with GAAP, or the period for assessment of the Taxes in respect of which such returns were re- quired to be filed has expired. There are no material disputes pending, or claims asserted for, Taxes or assessments upon the Company or any of its Subsidiaries for which the Company has not established reserves in accordance with GAAP. In addition, (ivA) not entered into any discussions proper and accurate amounts have been withheld by the Company and its Subsidiaries from their employees for all prior periods in compliance in all material respects with any the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on the Company, (B) federal, state, local, or foreign authority and local returns that are accurate and complete in all material respects have been filed by the Company and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on the Company, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or provision therefor has been included by the Company in its consolidated financial statements in accordance with GAAP, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on the Company and (D) there are no Tax liens upon any Tax asserted property or assets of the Company or its Subsidiaries except liens for current Taxes not yet due or liens that will not, either individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by the Company or any of its Subsidiaries, and the IRS has not initiated or proposed in writing any such authorityadjustment or change in accounting method, in either case that has had or will have, either individually or in the aggregate, a Material Adverse Effect on the Company. Except as set forth in the financial statements described in Section 4.9 of 3.6 (including the ACE*COMM Disclosure Schedulerelated notes, since where applicable), neither the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to Company nor any of its past Subsidiaries has entered into a transaction that is being accounted for as an installment obligation under Section 453 of the Code, that will have, either individually or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of aggregate, a Material Adverse Effect on the date hereofCompany.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary Firstar and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, foreign and local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM all Taxes and other governmental charges that have any knowledge of, any notice of deficiency been incurred or assessment are due or proposed deficiency or assessment claimed to be due from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers it by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, localforeign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges that are not yet delinquent or are being contested in good faith and have not been finally determined, or foreign (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not, either individually or in the aggregate, have a Material Adverse Effect on Firstar. The federal and material state income tax returns of Firstar and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") or Taxes; the relevant state taxing authorities, as the case may be, for all years to and including 1993 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination has been reserved against in accordance with GAAP. To the best of Firstar's knowledge, there are no material disputes pending, or claims asserted for, Taxes or assessments upon Firstar or any of its Subsidiaries for which Firstar has not established reserves in accordance with GAAP. In addition, (ivA) not entered into any discussions proper and accurate amounts have been withheld by Firstar and its Subsidiaries from their employees for all prior periods in compliance in all material respects with any the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Firstar, (B) federal, state, local, or foreign authority and local returns that are accurate and complete in all material respects have been filed by Firstar and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Firstar, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or provision therefor has been included by Firstar in its consolidated financial statements in accordance with GAAP, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Firstar and (D) there are no Tax liens upon any Tax asserted property or assets of Firstar or its Subsidiaries except liens for current Taxes not yet due or liens that will not, either individually or in the aggregate, have a Material Adverse Effect on Firstar. Neither Firstar nor any of its Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by Firstar or any of its Subsidiaries, and the IRS has not initiated or proposed in writing any such authorityadjustment or change in accounting method, in either case that has had or will have, either individually or in the aggregate, a Material Adverse Effect on Firstar. Except as set forth in the financial statements described in Section 4.9 of 3.6 (including the ACE*COMM Disclosure Schedulerelated notes, since the inception of ACE*COMMwhere applicable), the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to neither Firstar nor any of its past Subsidiaries has entered into a transaction that is being accounted for as an installment obligation under Section 453 of the Code, that will have, either individually or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofaggregate, a Material Adverse Effect on Firstar.

Taxes and Tax Returns. (a) For purposes of this Section 4.93.9, ACE*COMM i3 shall include ACE*COMMi3, each ACE*COMM i3 Subsidiary and each other affiliated or related corporation or entity if ACE*COMM i3 or any ACE*COMM i3 Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM Except as set forth on Section 3.9 of the i3 Disclosure Schedule, since December 31, 1996, i3 has (i) timely filed all material Tax Returns required to be filed by it on or before the date hereof (all such returns being correct and complete in all material respects) and duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM i3 have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM i3 that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in on Section 4.9 3.9 of the ACE*COMM i3 Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM i3 have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM i3 that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM i3 has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMMi3, if any, shown in the most recent financial statements referred to in Section 4.5 3.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.

Taxes and Tax Returns. For purposes of this Section 4.9Except as would not, ACE*COMM shall include ACE*COMMindividually or in the aggregate, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could reasonably be expected to have any material liability for a Material Adverse Effect on the Taxes of such corporation or entity. ACE*COMM has Company, (i) each of the Company and its Subsidiaries has (a) duly and timely filed (including all applicable extensions) all federal income Tax Returns and other material Tax Returns required to be filed by it on or before prior to the date hereof of this Agreement (all such returns Tax Returns being correct accurate and complete in all material respects) and duly and timely (b) has paid all material Taxes which have become due and payable owing by itthe Company or any of its Subsidiaries (whether or not shown on any Tax Return); (ii) neither the Company nor any of its Subsidiaries currently is the beneficiary of any extension of time in excess of six months within which to file any Tax Return; (iii) federal, state and local income Tax Returns of the Company and its Subsidiaries have been examined by the IRS or other relevant taxing authority, or the statute of limitations for assessment with respect to such Tax Returns has expired, for all years to and including 2004, and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP; (iv) to the Company’s knowledge, no claim has ever been made by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction; (v) there are no agreementsLiens for Taxes (other than Permitted Liens) upon any of the assets of the Company or any of its Subsidiaries; and (vi) each of the Company and its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, waivers independent contractor, creditor, stockholder, or other arrangements providing third party. Neither the Company nor any of its Subsidiaries has received from any foreign, federal, state, or local taxing authority (including jurisdictions where the Company or its Subsidiaries have not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for an information related to Tax matters, or (iii) written notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return other than a group of which the Company or any of its Subsidiaries is currently the common Parent or (B) has any material liability for the Taxes of any material Tax Return person other than the Company and its Subsidiaries under Regulation Section 1.1502-6 (or the payment any similar provision of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns Law), as a transferee or Taxes; and (iv) not entered into any discussions with any federalsuccessor, state, localby contract, or foreign authority otherwise. Any material liabilities for Taxes not yet due and payable, or which are being contested in good faith by appropriate proceedings, with respect to the Company and any of its Subsidiaries (X) did not, as of December 31, 2009, exceed by a material amount the reserve for Tax asserted by such authority. Except as liabilities set forth in Section 4.9 on the face of the ACE*COMM Disclosure Scheduleconsolidated balance sheet of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, since 2009 and (Y) do not exceed by a material amount that reserve as adjusted for Tax liabilities incurred in the inception Ordinary Course of ACE*COMM, Business. Neither the Tax Returns Company nor any of ACE*COMM have never been audited by federal, state, local, or foreign authoritiesits Subsidiaries has a permanent establishment outside of the national jurisdiction in which it was formed. There are no Liens on any property of ACE*COMM that arose in connection with any failure (material disputes pending, or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to written claims asserted, for Taxes or assessments upon the Company or any of its past Subsidiaries for which the Company does not have reserves that are adequate under GAAP. Neither the Company nor any of its Subsidiaries is a party to or present employees, officers is bound by any Tax sharing agreement or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Within the past two (2) years, neither the Company nor any reserve for deferred Taxes established of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to reflect timing differences between book and Tax incomequalify under Section 355(a) is adequate for Taxes due or accrued as of the Code. Neither the Company nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). As of the date hereofof this Agreement, the Company is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger and the Second Step Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Taxes and Tax Returns. (a) For purposes of this Section 4.93.9, ACE*COMM i3 shall include ACE*COMMi3, each ACE*COMM i3 Subsidiary and each other affiliated or related corporation or entity if ACE*COMM i3 or any ACE*COMM i3 Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM Except as set forth on Section 3.9 of the i3 Disclosure Schedule, since December 31, 1996, i3 has (i) timely filed all material Tax Returns required to be filed by it on or before the date hereof (all such returns being correct and complete in all material respects) and duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM i3 have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM i3 that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in on Section 4.9 3.9 of the ACE*COMM i3 Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM i3 have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM i3 that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM i3 has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMMi3, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.in

Taxes and Tax Returns. For purposes of this Section 4.9Except as set forth on SCHEDULE 3.1.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by it on or before Seller (the date hereof (all such returns being correct and complete in all material respects"TAX RETURNS") and duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, locallocal or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or political subdivision thereof or any foreign country or political subdivision thereof) (the "TAXES"), have been timely filed (taking extensions into account) with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed and all such Tax Returns materially reflect the liabilities of Seller for Taxes for the periods, property or events covered thereby. All Taxes, including without limitation those which are called for by the Tax Returns or heretofore or hereafter claimed to be due by any taxing authority from Seller, have been properly accrued or paid (or, in the case of any contested taxes, Seller has established an adequate reserve) and the amount of accruals for Taxes recorded by Seller on its books is adequate to cover the Tax liabilities of Seller. Seller has not received any notice of assessment or proposed assessment in connection with any Tax Returns and to the Seller's knowledge there are no pending tax examinations of or tax claims asserted against Seller or any of the Purchased Assets. Seller has not extended, or foreign waived the application of, any statute of limitations of any jurisdiction regarding the assessment or collection of any Taxes. There are no tax returns or liens (other than any lien for current Taxes not yet due and payable) on any of the Purchased Assets. Seller has no knowledge of any basis for any additional assessment of any Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority . Seller has made all deposits required by law to be made by it with respect to any Tax asserted by employees' withholding and other employment Taxes, including without limitation the portion of such authoritydeposits relating to Taxes imposed upon Seller. Except as set forth on Schedule 3.1.9, no sales, transfer or similar taxes are payable to the State of Texas or, to Seller's knowledge, in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose other jurisdiction in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as sale of the date hereofPurchased Assets.

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary (a) The Company has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) ), except for such failures to file, taken together, as would not likely have a Material Adverse Effect on Company, and has duly paid or made provision on the financial statements for the periods ended April 30, 2005, July 31, 2005 and timely paid October 31, 2005 included in the Company SEC Reports as referred to in Section 3.5 hereof in accordance with GAAP for the payment of all material Taxes which have become been incurred or are due or claimed to be due from it by Taxing Authorities on or prior to the date hereof other than Taxes (a) that (x) are not yet delinquent or (y) are being contested in good faith and payable by itset forth in Section 3.9 of the Company Disclosure Schedule, (b) that have not been finally determined, and (c) the failure to pay, taken together, would not likely have a Material Adverse Effect on the Company. The Internal Revenue Service (“IRS”) has not notified the Company of, or to the Knowledge of the Company otherwise asserted, that there are no agreements, waivers or other arrangements providing for an extension of time any material deficiencies with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the federal income Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authoritiesthe Company. There are no Liens material disputes pending, or to the Knowledge of the Company claims asserted for, Taxes or assessments upon the Company. In addition, Tax Returns which are accurate and complete in all material respects have been filed by the Company for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes and the amounts shown on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material such Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required Returns to be withheld therefrom due and payable have been paid in full or adequate provision therefor in accordance with GAAP has paid been included by the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown Company in the most recent financial statements for the periods ended April 30, 2005, July 31, 2005 and October 31, 2005 and as referred to in Sections 3.5 and 6.6 hereto. The unpaid Taxes of the Company (i) did not, as of the date of any financial statement referred to in its annual reports filed on Form 10-K or in Section 4.5 6.6 hereto, exceed the reserve for Tax liability (other rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued set forth on the face of such financial statements (other than the notes thereto) and (ii) will not as of the date hereofClosing Date exceed such reserve as adjusted for the passage of time though the Closing Date in accordance with past custom and practice of the Company in filing its Tax Returns. The Company has not been asked to consent to, and has not consented to, any currently effective waiver or extension of any statute of limitations with respect to any Tax. The Company has not made an election under Section 341(f) of the Code. The Company has provided or made available to Parent complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for the Company’s fiscal years 2004 and 2005. For this purpose, “correspondence and documents” include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of the Company. The Company is not a “foreign person” as that term is used in § 1.1445-2 of the Treasury Regulations promulgated under the IRC. The Company is not a “United States real property holding corporation” within meaning of § 897 of the IRC and was not a “United States real property holding corporation” on any “determination date” (as defined in § 1.897-2(c) of such Regulations) that occurred during any relevant period.

Taxes and Tax Returns. For purposes of this Section 4.9Except as would not, ACE*COMM shall include ACE*COMMindividually or in the aggregate, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has a Material Adverse Effect on Citizens, (i) each of Citizens and its Subsidiaries has duly and timely filed (including all material applicable extensions) all Tax Returns required to be filed by it or with respect to Citizens and its Subsidiaries on or before prior to the date hereof of this Agreement (all such returns being correct accurate and complete in all material respects) and duly and timely ), has paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material periods covered by such Tax Return Returns and has duly paid or made provision for the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM all Taxes that have any knowledge of, any notice of deficiency been incurred or assessment are due or proposed deficiency or assessment claimed to be due from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited it by federal, state, localforeign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and, in each case, have been adequately reserved against; (ii) all income Tax returns of Citizens and its Subsidiaries have been examined by the IRS and any applicable Tax authorities, or foreign authorities. There the applicable statute of limitations with respect to such Tax Returns has expired without examination, for all years to and including 2000 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP; (iii) there are no Liens on any property of ACE*COMM that arose in connection with any failure (disputes pending, or alleged failure) to pay any claims asserted, for material Tax when due. ACE*COMM has withheld from each payment made to Taxes or material assessments upon Citizens or any of its past Subsidiaries for which Citizens does not have reserves that are adequate under GAAP; (iv) neither Citizens nor any of its Subsidiaries is a party to or present employeesis bound by any Tax sharing, officers allocation or directorsindemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Citizens and its Subsidiaries) or is liable for any Tax imposed on any Person other than Citizens and its Subsidiaries as a result of the application of Treasury Regulation Section 1.1502-6 (and any comparable provision of state, and local or foreign law); (v) all Taxes that Citizens or any of its Subsidiaries is required to withhold from amounts owing to any non-residentsemployee, creditor or third party have been properly withheld and, to the amount of Taxes and other deductions required to be withheld therefrom and has extent payable, timely paid the same (or set aside for timely payment) over to the proper federal, state, localGovernmental Entity; (vi) no extensions or waivers of statutes of limitation have been given by, or foreign authority requested with respect to any Taxes of, Citizens or any of its Subsidiaries; (vii) neither Citizens nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would, or would be reasonably expected to, prevent or impede the Merger from qualifying as a reorganization within the time meaning of Section 368(a) of the Code; (viii) neither Citizens nor any of its Subsidiaries has been a party to any distribution occurring during the two-year period prior to the date of this Agreement, or otherwise as part of a plan (or series of related transactions) of which the Merger is a part, in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; (ix) neither Citizens nor any of its Subsidiaries is required under applicable Laws. The provision to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for Taxes permission to change any accounting method has been submitted by Citizens or any of ACE*COMM, if any, shown in its Subsidiaries; (x) the most recent financial statements referred to aggregate balance of the reserve for bad debts described in Section 4.5 (other than 593(g)(4)(A)(ii) of the Code and any reserve for deferred Taxes established to reflect timing differences between book similar provision under state or local laws and Tax income) is adequate for Taxes due or accrued regulations of Citizens and its Subsidiaries as of December 31, 2005 is zero; and (xi) neither Citizens nor any of its Subsidiaries has participated in a "listed transaction" within the date hereofmeaning of Treasury Regulation section 1.6011-4(b)(2).

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary The Corporation has filed in a timely manner all necessary tax returns and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns notices that are required to be filed and due and has paid all applicable taxes of whatsoever nature required to be paid by it on and any other assessment, fine or before penalty levied against it or any amounts payable to any Governmental Authority for all tax years prior to the date hereof (all to the extent that such returns being correct and complete in all material respects) and duly and timely paid all material Taxes which taxes, assessments, fines, penalties or amounts, have become due or have been alleged to be due and payable by itthe Corporation is not aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to have a Material Adverse Effect and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return tax return by any of them or the payment of any material Tax; (ii) received no written notice oftax, nor does ACE*COMM have governmental charge, penalty, interest or fine against any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authoritiesthem. There are no Liens on material actions, suits, proceedings, investigations or claims now threatened or, to the best knowledge of the Corporation, pending against the Corporation which could result in a material liability in respect of taxes, charges or levies of any property of ACE*COMM that arose in connection Governmental Authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any failure (Governmental Authority relating to taxes, governmental charges, penalties, interest, fines, assessments or alleged failure) to pay reassessments asserted by any material Tax when due. ACE*COMM such authority and the Corporation has withheld (where applicable) from each payment made to any each of its past or the present employeesand former officers, officers or directors, employees and to any non-residents, consultants thereof the amount of Taxes all taxes and other deductions amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom therefrom, and has paid the same (or set aside for timely payment) will pay the same when due to the proper federal, state, local, tax or foreign other receiving authority within the time required under applicable Lawstax legislation. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes Corporation has established to reflect timing differences between book on its books and Tax income) is records reserves which are adequate for Taxes the payment of all taxes not yet due or accrued as and payable and there are no liens for taxes on the assets of the date hereofCorporation, except for taxes not yet due.

Taxes and Tax Returns. For purposes (a) Except as set forth at Section 3.10(a) of this Section 4.9the Target Disclosure Schedule, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material federal, state, local and foreign Tax Returns required to be filed by it or on behalf of Target or before the date hereof (any of its Subsidiaries have been timely filed, or requests for extensions have been timely filed and any such extensions shall have been granted and not have expired, and all such returns being correct filed Tax Returns are complete and complete accurate in all material respects; (ii) all Taxes shown on such filed Tax Returns and duly and timely paid all other material Taxes which have become due and payable by itTarget or any of its Subsidiaries have been paid in full, and there are no agreements, waivers or other arrangements providing Target has made adequate provision for an extension of time such Taxes in accordance with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental EntityGAAP; (iii) there is no knowledge audit examination, deficiency assessment, Tax investigation or refund litigation with respect to any material Taxes of Target or any of its Subsidiaries, and no claim has been made by any Taxing Authority in a jurisdiction where Target or any of its Subsidiaries does not file Tax Returns that Target or any such Subsidiary is subject to Tax in that jurisdiction; (iv) neither Target nor any of its Subsidiaries has executed an extension or waiver of any audits pending and statute of limitations on the assessment or collection of any Tax due that is currently in effect; (v) there are no outstanding agreements liens for Taxes on any of the assets of Target or waivers by ACE*COMM any of its Subsidiaries, other than liens for Taxes not yet due and payable or for Taxes that extend the statutory period are being contested in good faith and for which adequate reserves have been established; (vi) Target and each of limitations applicable its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any federalemployee, independent contractor, creditor, stockholder or other third party, and Target and each of its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and similar applicable state and local information reporting requirements; (vii) Target is the “common parent,” and all of its Subsidiaries are “members,” of an “affiliated group” of corporations (as those terms are defined in Section 1504(a) of the Code) filing consolidated U.S. federal income tax returns (the “Target Group”); (viii) neither Target nor any of its Subsidiaries is or has never been a member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group for state or local Tax purposes, that includes any other entity that is not a member of the Target Group and neither Target nor any of its Subsidiaries is liable for any Taxes of any Person (other than Target and its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or foreign tax returns law), as a transferee or Taxessuccessor, by contract or otherwise; (ix) Target is not a party to or bound by any Tax allocation or sharing agreement; (x) Target has delivered to WAL copies of, and (ivSection 3.10(a) not entered into any discussions with any federalof the Target Disclosure Schedule sets forth a complete and accurate list of, state, local, or foreign authority all material Tax Returns filed with respect to any the taxable periods of Target ended on or after December 31, 2008, indicates those Tax asserted by such authority. Except Returns that have been audited and indicates those Tax Returns that currently are the subject of an audit; (xi) the unpaid Taxes of Target and its Subsidiaries did not, as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception date of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred of Target furnished to in WAL pursuant to Section 4.5 3.6, exceed the reserve for Tax liability (other rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate set forth on the face of such financial statements (rather than any notes thereto) and do not exceed that reserve as adjusted for Taxes due or accrued as the passage of time through the Closing Date in accordance with the past custom and practice of Target in filing its Tax Returns; (xii) neither Target nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the date hereofCode during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xiii) Target has disclosed on its federal income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (xiv) neither Target nor any of its Subsidiaries has entered into or otherwise participated in a “listed transaction” within the meaning of Treas. Reg. § 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treas. Reg. § 1.6011-4(b); (xv) neither Target nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period ending after the Closing Date as a result of any (a) change in method of accounting either imposed by the Internal Revenue Service or voluntarily made by Target or any of its Subsidiaries on or prior to the Effective Time, (b) intercompany transaction (including any intercompany transaction subject to Sections 367 or 482 of the Code) or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign income Tax law) undertaken or created by Target or any of its Subsidiaries on or prior to the Effective Time, (c) installment sale or open transaction arising in a taxable period (or portion thereof) ending on or prior to the Effective Time, (d) a prepaid amount received or paid prior to the Effective Time, (e) deferred gains arising prior to the Effective Time, (f) deferred cancellation of indebtedness income realized prior to the Effective Time or (g) election made or transaction undertaken prior to the Effective Time (other than the transactions contemplated by this Agreement) which reduced any Tax attribute (including basis in assets); and (xvi) Target has provided WAL with complete and accurate information regarding all material Financial Accounting Standards Board Interpretation No. 48 matters with respect to Target and its Subsidiaries, including any work papers and supporting statements relevant to such matters.

Taxes and Tax Returns. For purposes With the sole exception of this Section 4.9the Company’s 2009 tax returns, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for which the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns required to Company represents will be filed by it on or before the end of December 2010, the Company and its Subsidiaries have filed in a timely manner all necessary tax returns and notices and have paid all applicable taxes of whatsoever nature for all tax years ended prior to the date hereof (all to the extent that such returns being correct and complete in all material respects) and duly and timely paid all material Taxes which taxes have become due or have been alleged to be due and payable by itthe Company is not aware of any tax deficiencies or interest or penalties accrued or accruing, or, to the best of the Company’s knowledge, alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to have a Material Adverse Effect on the condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and the Subsidiaries, on a consolidated basis, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return tax return by the Company or its Subsidiaries or the payment of any material Tax; (ii) received no written notice oftax, nor does ACE*COMM have any knowledge ofgovernmental charge, any notice of deficiency penalty, interest or assessment fine against the Company or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and its Subsidiaries, there are no outstanding agreements material actions, suits, proceedings, investigations or waivers by ACE*COMM that extend claims now threatened or, to the statutory period best of limitations applicable to its knowledge, pending against the Company which could result in a material liability in respect of taxes, charges or levies of any federalgovernmental authority, statepenalties, localinterest, fines, assessments or foreign tax returns reassessments or Taxes; and (iv) not entered into any discussions matters under discussion with any federalgovernmental authority relating to taxes, stategovernmental charges, localpenalties, interest, fines, assessments or foreign authority with respect to any Tax reassessments asserted by any such authority. Except as set forth in Section 4.9 of authority and the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM Company and its Subsidiaries have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any each of its past or the present employeesand former officers, officers or directors, directors and to any non-residents, employees thereof the amount of Taxes all taxes and other deductions amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom therefrom, and has paid the same (or set aside for timely payment) will pay the same when due to the proper federal, state, local, tax or foreign other receiving authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.tax legislation;

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated Except as set forth in the SEC Reports or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for on the Taxes of such corporation or entity. ACE*COMM has Disclosure Schedule: (i) timely filed all material Tax Returns tax returns, declarations, reports, estimates, information returns and statements required to be filed with respect to Taxes (as defined herein) under Federal, state, local or foreign laws ("Returns") by it on or before with respect to the date hereof Company or any subsidiary of the Company have been timely filed (all taking into account any extensions of time for filing such returns being Returns); (ii) at the time filed, such Returns were true, correct and complete in all material respects) and duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge the Company and each subsidiary of any audits pending and the Company has timely paid or made provision in accordance with generally accepted accounting principles (or there has been paid or provision has been made on its behalf) for all material Taxes for all periods or portions thereof through the date hereof; (iv) there are no outstanding agreements or waivers by ACE*COMM that extend material liens for Taxes upon the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 assets of the ACE*COMM Disclosure Schedule, since Company or any subsidiary of the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There Company which are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside not provided for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to included in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate the SEC Reports, except liens for Taxes due not yet due; (v) there are no material outstanding deficiencies for any Taxes proposed, asserted or accrued as assessed against the Company or any subsidiary of the date hereof.Company which are not provided for in the most recent financial statements included in the SEC Reports; (vi) there are no material Federal, state, local or foreign audits or other administrative proceedings or judicial proceedings presently pending with regard to any Taxes or Returns required to be filed by or with respect to the Company or any of its subsidiaries; (vii) the Company has filed a consolidated Return for Federal income tax purposes on behalf of itself and all of its domestic subsidiaries as the common parent corporation of an "affiliated group" (within the meaning of Section 1504(a) of the Code) of which such subsidiaries are "includible corporations" in such affiliated group within the meaning of Section 1504(b) of the Code; (viii) the Internal Revenue Service has completed examinations of the Federal income tax returns filed by or with respect to the Company (or the statute of limitations for the assessment of Federal income taxes for such period

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary Norwest and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, foreign and local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM all Taxes and other governmental charges which have any knowledge of, any notice of deficiency been incurred or assessment are due or proposed deficiency or assessment claimed to be due from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers it by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, localforeign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined, or foreign (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not, either individually or in the aggregate, have a Material Adverse Effect on Norwest. The federal income tax returns of Norwest and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") for all years to and including 1990 and for 1992 and any liability with respect thereto has been satisfied or Taxes; any liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. To the best of Norwest's knowledge, there are no material disputes pending, or claims asserted for, Taxes or assessments upon Norwest or any of its Subsidiaries for which Norwest does not have adequate reserves. In addition, (A) proper and accurate amounts have been withheld by Norwest and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Norwest, (ivB) not entered into any discussions with any federal, state, local, or foreign authority and local returns which are accurate and complete in all material respects have been filed by Norwest and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Norwest, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or adequate provision therefor has been included by Norwest in its consolidated financial statements, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Norwest and (D) there are no Tax liens upon any Tax asserted property or assets of Norwest or its Subsidiaries except liens for current taxes not yet due or liens that will not, either individually or in the aggregate, have a Material Adverse Effect on Norwest. Neither Norwest nor any of its Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by Norwest or any of its Subsidiaries, and the IRS has not initiated or proposed any such authorityadjustment or change in accounting method, in either case which has had or will have, either individually or in the aggregate, a Material Adverse Effect on Norwest. Except as set forth in the financial statements described in Section 4.9 of the ACE*COMM Disclosure Schedule3.6, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to neither Norwest nor any of its past Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, which will have, either individually or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofaggregate, a Material Adverse Effect on Norwest.

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) (A) The Company has timely filed (including all material applicable extensions), or will file, all Tax Returns required to be filed by it on or before the date hereof Effective Time (all such returns Tax Returns being correct accurate and complete complete); (B) other than Taxes that are being contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP, or has set up adequate reserves or accruals for the payment of all Taxes required to be paid in respect of the periods covered by such Company Tax Returns, and will pay, or where payment is not yet due, will set up adequate reserves or accruals adequate in all material respects) respects for the payment of all Taxes for any subsequent periods ending on or prior to the Effective Time or any portion of a subsequent period that includes the Effective Time and duly and timely paid all material Taxes which have become due and payable by itends subsequent thereto, and there are no agreementsthe Company reasonably believes that it does not have and will not have any material liability for any such Taxes in excess of the amounts so paid or reserved or accruals so established; (C) except as set forth in Section 5.03(o)(i)(C) of the Company’s Disclosure Schedule, waivers or other arrangements providing for an the Company has not requested any extension of time with within which to file any Tax Returns in respect to the filing of any material Tax Return or the payment of any material Taxfiscal year that have not since been filed; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iiiD) no knowledge requests for waivers of the time to assess any audits pending and there are no outstanding agreements Tax, or waivers by ACE*COMM that extend of the statutory period of limitations applicable to limitations, are pending or have been granted; (E) there are no disputes pending, or written claims asserted, for Taxes or assessments upon the Company, and no issue has been raised with the Company by any federal, state, locallocal or foreign taxing authority in connection with an audit or examination of the Company’s Tax Returns, or foreign tax returns the business or Taxesproperties of the Company that has not been settled, resolved and fully satisfied; (F) no claim has ever been made by any taxing authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction; (G) the Company has no liability for Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any comparable provision of law), as a transferee or successor, by contract, or otherwise; and (ivI) not entered into the Company has complied with all applicable laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442 and 3402 of the Code or any discussions with comparable provision of any federal, state, local, local or foreign authority with respect to any Tax asserted laws) and has, within the time and in the manner prescribed by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Scheduleapplicable law, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions paid over all amounts required to be so withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign relevant taxing authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereoflaws.

Taxes and Tax Returns. For purposes (a) Except as set forth at Section 3.10(a) of this Section 4.9the LNB Disclosure Schedule, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material federal, state, local and foreign Tax Returns required to be filed by it or on behalf of LNB have been timely filed or before the date hereof (requests for extensions have been timely filed and any such extension shall have been granted and not have expired, and all such returns being correct filed Tax Returns are complete and complete accurate in all material respects; (ii) all Taxes shown on such Tax Returns, all Taxes required to be shown on Tax Returns for which extensions have been granted and duly and timely paid all material other Taxes which have become due and payable by itLNB have been paid in full, and or LNB has made adequate provision for such Taxes in accordance with GAAP; (iii) there are is no agreementsaudit examination, waivers deficiency assessment, Tax investigation or other arrangements providing for an extension of time refund litigation with respect to any Taxes of LNB, (and no claim has been made by any Taxing Authority in a jurisdiction where LNB does not file Tax Returns that LNB is subject to Tax in that jurisdiction), either (A) claimed or raised by any Taxing Authority in writing or (B) to the filing Knowledge of LNB based upon personal contact with any agent of such Taxing Authority; (iv) LNB has not executed an extension or waiver of any statute of limitations on the assessment or collection of any material Tax Return or the payment of any material Taxdue that is currently in effect; (iiv) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements liens for Taxes on any of the assets of LNB, other than liens for Taxes not yet due and payable; (vi) LNB has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or waivers by ACE*COMM that extend the statutory period of limitations applicable owing to any federalemployee, independent contractor, creditor, stockholder or other third party, and LNB has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and similar applicable state and local information reporting requirements; (vii) LNB is not and has never been a member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group for state or local Tax purposes, and LNB is not liable for any Taxes of any Person (other than LNB) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or foreign tax returns law), as a transferee or Taxessuccessor, by contract or otherwise; (viii) LNB is not a party to or bound by any Tax allocation or sharing agreement; (ix) LNB has delivered to Buyer copies of, and (ivSection 3.10(a) not entered into any discussions with any federalof the LNB Disclosure Schedule sets forth a complete and accurate list of, state, local, or foreign authority Tax Returns filed with respect to any the taxable periods of LNB ended on or after December 31, 2012, indicates those Tax asserted by such authority. Except Returns that have been audited and indicates those Tax Returns that currently are the subject of an audit; (x) the unpaid Taxes of LNB did not, as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception date of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred of LNB furnished to in Buyer pursuant to Section 4.5 3.6, exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate set forth on the face of such financial statements (rather than any notes thereto) and do not exceed that reserve as adjusted for Taxes due or accrued as the passage of time through the Closing Date in accordance with the past custom and practice of LNB in filing its Tax Returns; (xi) LNB has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the date hereofCode during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xii) LNB has disclosed on its federal income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; and (xiii) LNB has not entered into or otherwise participated in a “listed transaction” within the meaning of Treas. Reg. § 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treas. Reg. § 1.6011-4(b).

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary (a) The Borrower has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns income tax returns it is required to be file. The information filed by it on or before the date hereof (all such returns being correct is complete and complete accurate in all material respects. All deductions taken in such income tax returns are appropriate and in accordance with applicable laws and regulations, except deductions that may have been disallowed but are being challenged in good faith and for which adequate reserves have been made in accordance with GAAP. (b) Except for taxes, assessments, fees and duly other governmental charges being challenged diligently and timely paid in good faith, and for which adequate reserves have been made in accordance with GAAP, all material Taxes which have become taxes, assessments, fees and other governmental charges due and payable by itfor periods beginning prior to the date hereof, have been timely paid and the Borrower has no liability for taxes in excess of the amounts so paid or reserves so established. (c) Except as set forth in Schedule 5, Part 5.17(c), no deficiencies for taxes (other than ad valorem taxes being challenged diligently and in good faith, and there are no agreementsfor which adequate reserves have been made in accordance with GAAP) have been claimed, waivers proposed or assessed by any taxing or other arrangements providing for an extension of time with respect to Governmental Authority against the filing of any material Tax Return or the payment of any material Tax; (ii) received Borrower and no written notice of, nor does ACE*COMM tax liens have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authoritybeen filed. Except as set forth in Section 4.9 Schedule 5, Part 5.17(c), there are no pending or threatened (in writing) audits, investigations or claims against the Borrower for or relating to any liability for taxes (other than ad valorem taxes being challenged diligently and in good faith, and for which adequate reserves have been made in accordance with GAAP) and there are no matters under discussion with any Governmental Authority which could result in a material additional liability for taxes (other than ad valorem taxes being challenged diligently and in good faith, and for which adequate reserves have been made in accordance with GAAP). Either the federal income tax returns of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM Borrower have never been audited by federal, state, localthe Internal Revenue Service and such audits have been closed, or foreign authoritiesthe period during which any assessments may be made by the Internal Revenue Service has expired without waiver or extension for all years up to and including the fiscal year of the Borrower ended December 31, 1998. There are Except as set forth in Schedule 5, Part 5.17(c), no Liens extension of a statute of limitations relating to taxes, assessments, fees or other governmental charges is in effect with respect to the Borrower. (d) Except as set forth on any property of ACE*COMM that arose Schedule 5, Part 5.17(d) and other than ad valorem taxes being challenged diligently and in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directorsgood faith, and to any non-residentsfor which adequate reserves have been made in accordance with GAAP, the amount Borrower has no obligation under any written tax sharing agreement or agreement regarding payments in lieu of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereoftaxes.

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) Xxxxxxx has duly and timely filed --------------------- all material federal, state, local and non-U.S. Tax Returns required to be filed by it on or before the date hereof (all and its Subsidiaries, and each such returns being correct Tax Return is complete and complete accurate in all material respects, (ii) and duly and Xxxxxxx has timely paid all material Taxes which have become due and payable by it, it and there its Subsidiaries and has made adequate provision (through a current accrual on its most recent financial statements) for any Taxes that are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; not yet due and payable and (iii) Xxxxxxx has withheld and paid in a timely manner all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, including amounts of or the value of awards and prizes paid to Xxxxxxx' employees. Any deficiencies or assessments asserted in writing by any taxing authority have been paid or fully settled and no issue raised by any such taxing authority reasonably could be expected to result in a proposed deficiency for any prior, parallel or subsequent period (including periods subsequent to the Effective Time). There are no claims or assessments pending (or, to the best knowledge of Xxxxxxx, threatened) against Xxxxxxx or any audits pending of its Subsidiaries for any alleged federal, state, local or non-U.S. Tax deficiency and there are no outstanding agreements or waivers issue has been raised in writing by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, local or foreign tax returns non-U.S. taxing authority or Taxes; and (ivrepresentative thereof. No consent has been filed relating to Xxxxxxx pursuant to Section 341 of the Code. No claim has ever been made by an authority in a jurisdiction where Xxxxxxx does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. Section 3.1(n) not entered into any discussions with any of the Xxxxxxx Disclosure Schedule lists all federal, state, locallocal and non-U.S. jurisdictions in which Xxxxxxx files Tax Returns, or foreign authority and indicates those Tax Returns that have been audited and those that currently are the subject of audit. Xxxxxxx has not consented to an extension of the statute of limitations with respect to any Tax asserted by such authorityperiod. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Xxxxxxx is not a party to any Tax Returns of ACE*COMM have allocation or sharing agreement. Xxxxxxx (i) has never been audited by federal, state, local, or foreign authorities. There are no Liens on any property a member of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.an

Taxes and Tax Returns. For purposes (a) Xxxx has previously delivered or made available to TBOP copies of this Section 4.9the federal, ACE*COMM shall include ACE*COMMstate and local income tax returns of Xxxx and the Xxxx Xxxxxxxxxxxx (hereinafter Xxxx and the Noah Subsidiaries are sometimes referred to collectively as the “Noah Group”) for the years 2021, each ACE*COMM Subsidiary 2020, 2019 and each other affiliated or related corporation or entity if ACE*COMM 2018 and all schedules and exhibits thereto, and Xxxx has not received any written notice that any such return has been examined by the Internal Revenue Service or any ACE*COMM Subsidiary other taxing authority, or that any deficiencies were noted in any such return. Xxxx has or could have duly filed (taking into account any material liability valid extensions of time for filing) and, with respect to tax returns due (taking into account any valid extensions of time for filing) between the Taxes date hereof and the Effective Time of such corporation or entity. ACE*COMM has the Merger, will timely file (itaking into account any valid extensions of time for filing) timely filed in correct form all material Tax Returns federal, state and local information returns and tax returns required to be filed by it on Xxxx, and Xxxx has duly paid or before made adequate provisions for the date hereof (payment of all taxes and other governmental charges relating to taxes that are due and owing by Xxxx or any Xxxx Xxxxxxxxxx to any federal, state or local taxing authorities, whether or not reflected in such returns (including, without limitation, those due and owing in respect of the properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls of Noah or any Noah Subsidiary), other than taxes and other charges that (i) are being correct and complete contested in all material respectsgood faith or (ii) and duly and timely paid all material Taxes which have become not been finally determined. All taxes not yet due and payable by itby, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return income, assets, properties, activities or the payment of any material Tax; (ii) received no written notice operations of, nor does ACE*COMM have any knowledge ofthe Noah Group, any notice (i) did not, as of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend December 31, 2021, exceed the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for such tax liabilities (excluding deferred Taxes taxes established to reflect timing differences between book and Tax tax income) is adequate for Taxes due or accrued as set forth on the face of the date hereofFinancial Statements of Noah, and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice in filing tax returns relating to such taxes. Except as set forth on Xxxx Disclosure Schedule 3.11(a), Xxxx has never been a member of any consolidated, combined or unitary group of corporations for which it could be liable for taxes of any other person pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign tax law).

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns All returns relating to federal, state, local and foreign income, franchise, excise, payroll, sales, use and property taxes (collectively, "Taxes") that are required to be filed with respect to VBI and the Bank have been filed in a timely manner (taking into account all extensions of due dates); (ii) true and accurate copies of all such returns filed for tax periods ending during 1994 through 1997 (the "Returns") have been provided to NCBE; (iii) such Returns reflect accurately all liability for Taxes of VBI and the Bank for periods covered thereby; (iv) all Taxes payable by it or due from VBI or the Bank relating to all periods ending on or before December 31, 1996 have been paid or accrued on the financial statements identified in Section 6(d); (v) VBI has made a valid and timely election under Subchapter S of the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an "S Corporation" and to have the Bank treated as a "qualified Subchapter S subsidiary", which election was accomplished in compliance with all applicable federal and state laws and regulations, has been effective since January 1, 1997, remains in effect as of the date hereof and will remain in effect through the Closing; (all such returns being correct vi) no election under any Section of the Code, including specifically any election under Section 341(f) or Section 338(g) of the Code other than elections reflected on the Returns and complete the election described in all material respects(v) has been filed by or on behalf of VBI and duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers the Bank; (vii) neither VBI nor the Bank has executed any presently effective waiver or other arrangements providing for an extension of time any statute of limitations against assessment and collection of Taxes with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or TaxesBank; and (ivviii) not entered into any discussions with any federal, state, local, or foreign authority the proper amounts have been withheld by VBI and the Bank from employees with respect to any Tax asserted by such authority. Except as set forth all compensation paid to employees for all periods in Section 4.9 of compliance in all material respects with the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes tax and other deductions required to be withheld therefrom and has paid withholding provisions of all applicable laws. No deficiencies for any Taxes have been asserted in writing or assessed against VBI or the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofBank which remain unpaid.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary HBE and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary the HBE Bank has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, county, foreign and, to the best of HBE's knowledge, local information returns and tax returns required to be filed by it on or before the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of all Taxes (as defined in Section 3.10(b)) and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined. The income tax returns of HBE and the HBE Bank remain open for the applicable statutory time periods and any deficiencies, penalties or assessments have been paid or provided for in HBE's consolidated financial statements. There are no material Tax; (ii) received no written notice ofdisputes pending with respect to, or claims asserted for, Taxes or assessments upon HBE or the HBE Bank for which HBE does not have adequate reserves, nor does ACE*COMM have has HBE or the HBE Bank given any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty, foreign or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by HBE and the HBE Bank from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state, foreign and local laws, except where failure to do so would not have a Material Adverse Effect on HBE, (ii) federal, state, foreign, county and local returns which are accurate and complete in all material respects have been filed by HBE and the HBE Bank for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, (iii) the amounts shown on such federal, state, foreign, local or county returns to be due and payable have been paid in full or Taxes; adequate provision therefor has been included by HBE in its consolidated financial statements as of December 31, 1997, and (iv) there are no Tax liens upon any property or assets of HBE or the HBE Bank except liens for current taxes not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authorityyet due. Except as set forth in Schedule 3.10(a), neither HBE nor the HBE Bank has been required to include in income any adjustment pursuant to Section 4.9 481 of the ACE*COMM Disclosure Schedule, since Code by reason of a voluntary change in accounting method initiated by HBE or the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directorsHBE Bank, and to the Internal Revenue Service (the "IRS") has not initiated or proposed any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (such adjustment or change in accounting method. Except as set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown forth in the most recent financial statements referred to described in Section 4.5 (other than any reserve 3.6, neither HBE nor the HBE Bank has entered into a transaction which is being accounted for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as an installment obligation under Section 453 of the date hereofCode.

Taxes and Tax Returns. For purposes of this Section 4.9Each entity comprising the Company has filed on a timely basis, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM either within the original filing period or any ACE*COMM Subsidiary has applicable extension period relating thereto, all returns and reports of all taxes including without limitation federal and state tax returns, local tax returns, withholding tax returns, declarations of estimated tax and tax reports, or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns other tax which may be required to be filed by it on or before the date hereof (all with respect to it. All information provided in such returns being correct returns, filings, notices, reports and accounts is accurate, true and complete in all material respects) and duly and timely . All taxes required to be paid all material Taxes which have become by each entity comprising the Company that are or were due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect accrued prior to the filing of any material Tax Return or date hereof (without regard to whether such taxes have been assessed) have been paid. Adequate provisions in accordance with generally accepted accounting principles appropriately and consistently applied to each entity comprising the Company have been made in the Financial Statements, for the payment of all taxes for which any material Tax; (ii) received no written notice ofentity comprising the Company may be liable for the periods covered thereby that were not yet due and payable as of the dates thereof, nor does ACE*COMM have any knowledge of, any notice regardless of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend whether the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by liability for such authoritytaxes is disputed. Except as set forth on Exhibit II-A-9(a), each entity comprising any entity comprising the Company has in Section 4.9 of all material respects satisfied for all periods through the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by date hereof all applicable federal, state, localmunicipal, foreign and local withholding tax requirements (including without limitation, income, social security and employment tax withholding for all types of compensation). There is no unpaid interest, penalty or addition to tax due or claimed to be due from, or foreign authoritiesany unpaid tax deficiency, determination, or assessment outstanding against any entity comprising the Company for which the Company is liable, or for which any basis is known to Seller or any entity comprising the Company. There Except as set forth on Exhibit II-A-9(b), there are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employeestax liens upon, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, localpending against, or foreign authority within threatened against any entity comprising the time required under applicable LawsCompany, or its respective assets. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as None of the date hereofentities comprising the Company has been advised of any taxing authority of the assessment of any deficiency or the imposition of any deficiency or the imposition of any assessment relating to such entity.

Taxes and Tax Returns. For purposes (a) Best has duly filed all Tax Returns (as defined in Section 3.10(c) of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (iAgreement) timely filed all material Tax Returns required to be filed by it on or before prior to the date hereof of this Agreement (all such returns Tax Returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; all Taxes (as defined in Section 3.10(c) of this Agreement) which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, premiums, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined for which adequate reserves have been made on the Best Financial Statements, or (ii) received Tax Returns or Taxes the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of Best, to have a Material Adverse Effect on Best. There are no written notice ofmaterial disputes pending, or claims asserted for, Taxes or assessments upon Best for which Best does not have adequate reserves, nor does ACE*COMM have has Best given any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations applicable to any Tax Return for any period. In addition, (A) proper and accurate amounts have been withheld by Best from its employees' compensations for all prior periods in compliance in all material respects with the income tax withholding provisions of applicable federal, statestate and local laws, localexcept where failure to do so would not have a Material Adverse Effect on Best, or foreign tax (B) Tax Returns which are accurate and complete in all material respects have been filed by Best for all periods for which returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on Best, (C) the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor has been included by Best in its financial statements as of December 31, 1997, except where failure to do so would not have a Material Adverse Effect on Best and (D) there are no Tax Liens upon any Tax asserted property or assets of Best except Liens for current Taxes not yet due or Liens that would not have a Material Adverse Effect on Best. Best has not been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by Best, and the Internal Revenue Service (the "IRS") has not initiated or proposed any such authorityadjustment or change in accounting method, in either case which had or is reasonably likely to have a Material Adverse Effect on Best. Except as set forth in the Best Financial Statements, Best has not entered into a transaction which is being accounted for as an installment obligation under Section 4.9 453 of the ACE*COMM Disclosure ScheduleCode, since the inception of ACE*COMMwhich would be reasonably likely to have a Material Adverse Effect on Best. Best is not a party to or bound by any tax indemnity, the Tax Returns of ACE*COMM have tax sharing or tax allocation agreement. Best has never been audited by federal, a member of an affiliated group of corporations within the meaning of Section 1504 of the Code. Best is not liable for the Taxes of any person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, local or foreign authoritiesTax law) or by contract, as a successor or otherwise. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made Best is not a party to any of its past joint venture, partnership or present employees, officers other arrangement or directors, and to any non-residents, the amount of Taxes and other deductions required to contract that could be withheld therefrom and has paid the same (or set aside treated as a partnership for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereoffederal income tax purposes.

Taxes and Tax Returns. For purposes Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary SFS and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary the SFS Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, county, foreign and, to the best of SFS's knowledge, local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of all Taxes and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined. The income tax returns of SFS and the SFS Subsidiaries remain open for the applicable statutory time periods and any deficiencies, penalties or assessments have been paid or provided for in SFS's consolidated financial statements. There are no material Tax; (ii) received no written notice ofdisputes pending with respect to, or claims asserted for, Taxes or assessments upon SFS or any of the SFS Subsidiaries for which SFS does not have adequate reserves, nor does ACE*COMM have has SFS or any knowledge of, of the SFS Subsidiaries given any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty, foreign or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by SFS and each of the SFS Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state, foreign and local laws, except where failure to do so would not have a Material Adverse Effect on SFS, (ii) federal, state, foreign, county and local returns which are accurate and complete in all material respects have been filed by SFS and each of the SFS Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, (iii) the amounts shown on such federal, state, foreign, local or county returns to be due and payable have been paid in full or Taxes; adequate provision therefor has been included by SFS in its consolidated financial statements as of December 31, 1997, and (iv) there are no Tax liens upon any property or assets of SFS or any of the SFS Subsidiaries except liens for current taxes not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authorityyet due. Except as set forth in Section 4.9 SCHEDULE 4.10(A), neither SFS nor any of the ACE*COMM Disclosure Schedule, since SFS Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the inception Code by reason of ACE*COMM, the Tax Returns of ACE*COMM have never been audited a voluntary change in accounting method initiated by federal, state, local, SFS or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directorsthe SFS Subsidiaries, and to the IRS has not initiated or proposed any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (such adjustment or change in accounting method. Except as set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown forth in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.the

Taxes and Tax Returns. For purposes (a) Except as set forth at Section 3.10(a) of this Section 4.9the BN Disclosure Schedule, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material federal, state, local and foreign Tax Returns required to be filed by it or on behalf of BN have been timely filed or before the date hereof (requests for extensions have been timely filed and any such extension shall have been granted and not have expired, and all such returns being correct filed Tax Returns are complete and complete accurate in all material respects; (ii) all Taxes shown on such Tax Returns, all Taxes required to be shown on Tax Returns for which extensions have been granted and duly and timely paid all material other Taxes which have become due and payable by itBN have been paid in full, and or BN has made adequate provision for such Taxes in accordance with GAAP; (iii) there are is no agreementsaudit examination, waivers deficiency assessment, Tax investigation or other arrangements providing for an extension of time refund litigation with respect to any Taxes of BN, (and no claim has been made by any Taxing Authority in a jurisdiction where BN does not file Tax Returns that BN is subject to Tax in that jurisdiction), either (A) claimed or raised by any Taxing Authority in writing or (B) to the filing Knowledge of BN based upon personal contact with any agent of such Taxing Authority; (iv) BN has not executed an extension or waiver of any statute of limitations on the assessment or collection of any material Tax Return or the payment of any material Taxdue that is currently in effect; (iiv) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements liens for Taxes on any of the assets of BN, other than liens for Taxes not yet due and payable; (vi) BN has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or waivers by ACE*COMM that extend the statutory period of limitations applicable owing to any federalemployee, independent contractor, creditor, stockholder or other third party, and BN has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and similar applicable state and local information reporting requirements; (vii) BN is not and has never been a member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group for state or local Tax purposes, and BN is not liable for any Taxes of any Person (other than BN) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or foreign tax returns law), as a transferee or Taxessuccessor, by contract or otherwise; (viii) BN is not a party to or bound by any Tax allocation or sharing agreement; (ix) BN has delivered to Western copies of, and (ivSection 3.10(a) not entered into any discussions with any federalof the BN Disclosure Schedule sets forth a complete and accurate list of, state, local, or foreign authority Tax Returns filed with respect to any the taxable periods of BN ended on or after December 31, 2000, indicates those Tax asserted by such authority. Except Returns that have been audited and indicates those Tax Returns that currently are the subject of an audit; (x) the unpaid Taxes of BN did not, as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception date of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred of BN furnished to in Western pursuant to Section 4.5 3.6, exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate set forth on the face of such financial statements (rather than any notes thereto) and do not exceed that reserve as adjusted for Taxes due or accrued as the passage of time through the Closing Date in accordance with the past custom and practice of BN in filing its Tax Returns; (xi) BN has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the date hereofCode during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xii) BN has disclosed on its federal income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; and (xiii) BN has not entered into or otherwise participated in a “listed transaction” within the meaning of Treas. Reg. § 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treas. Reg. § 1.6011-4(b).

Taxes and Tax Returns. For purposes of this Section 4.9(a) Middlesex has duly filed in correct form all federal, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary state and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns local information returns and tax returns required to be filed by it on or before the date hereof (all such returns being correct accurate and complete in all material respects) and has duly paid or made provisions for the payment of all taxes and timely paid all material Taxes other governmental charges, the nonpayment of which, either individually or in the aggregate, has or would have a Material Adverse Effect on Middlesex, and that have been incurred or that are due or claimed to be due from it by federal, state or local taxing authorities (including, without limitation, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than taxes or other charges which have become (a) are not yet due and payable by it, and there are no agreements, waivers or other arrangements providing (b) have not been finally determined. The amounts set up as reserves on the Middlesex Balance Sheet for an extension of time with respect to the filing of any material Tax Return or the payment of all unpaid federal, state and local taxes (including any material Tax; (ii) received no written notice interest or penalties thereon), if any, whether or not disputed or accrued, through the period ended October 31, 1996 or for any year or period ending prior thereto, and for which Middlesex may be liable in its own right or as transferee of the assets of, nor does ACE*COMM have any knowledge ofor successor to, any notice of deficiency corporation, person, association, partnership, joint venture or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending other entity, are adequate under generally accepted accounting principles and there auditing standards and are no outstanding agreements or waivers by ACE*COMM that extend sufficient to cover all such taxes due, except where the statutory period of limitations applicable failure to any federal, state, local, or foreign so do would not have a Material Adverse Effect on Middlesex. The federal income tax returns or Taxes; and (iv) not entered into any discussions with any federalof Middlesex, stateif any, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authoritiesthe Internal Revenue Service. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as As of the date hereof, there are no disputes pending, or claims asserted for, federal or state taxes or assessments or local taxes or assessments upon Middlesex nor has Middlesex been requested to give or given any currently effective waivers extending the statutory period of limitation applicable to any federal or state taxes or assessments or local taxes or assessments upon Middlesex nor has Middlesex been requested to give or given any currently effective waivers extending the statutory period of limitation applicable to any federal or state income tax return. Middlesex has not agreed to nor is required to make any adjustments under Section 481(a) of the Code. No consent has been filed pursuant to Section 341(f) of the Code with respect to Middlesex.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary MB and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, foreign and local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made adequate provisions for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM all Taxes and other governmental charges which have any knowledge of, any notice of deficiency been incurred or assessment are due or proposed deficiency or assessment claimed to be due from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited it by federal, state, localforeign or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision are, in the aggregate, not material to MB on a consolidated basis. The federal income tax returns of MidCity and its Subsidiaries have either been examined by the IRS or the statute of limitation for examination by the IRS has expired for all years to and including the taxable year ended December 31, 1996 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. To the best of MB's knowledge, there are no material disputes pending, or claims asserted for, Taxes or assessments upon MB or any of its Subsidiaries for which MB does not have adequate reserves. Each of MB and its Subsidiaries has (A) withheld proper and accurate amounts from payments to employees, creditors, independent contractors, foreign authoritiespersons and other third parties for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, (B) filed all federal, state, and local returns (which are accurate and complete in all material respects) for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes and (C) paid or made adequate provision for all Taxes shown on such federal, state or local returns to be due and payable. There are no Liens on Tax liens upon any property or assets of ACE*COMM that arose in connection with any failure (MB or alleged failure) to pay any material Tax when its Subsidiaries except liens for current taxes not yet due. ACE*COMM has withheld from each payment made to Neither MB nor any of its past Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by MB or present employees, officers or directorsany of its Subsidiaries, and to the IRS has not initiated or proposed any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (such adjustment or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown change in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofaccounting method.

Taxes and Tax Returns. For purposes of this Section 4.9(a) Purchaser has duly filed in correct form all federal, ACE*COMM shall include ACE*COMMstate, each ACE*COMM Subsidiary county and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct true and complete in all material respects) and has duly and timely paid paid, discharged or made provisions for the payment of all material Taxes (as hereinafter defined) and other governmental charges which have become been incurred or are due or claimed to be due from it by federal, state, county or local taxing authorities on or prior to the date hereof (including without limitation, if and payable by itto the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and there are no agreementspayrolls, waivers any net worth tax), other than Taxes or other arrangements providing charges that are not yet delinquent or are being contested in good faith and have not been finally determined. The amounts set up as reserves for an extension Taxes on the consolidated balance sheet of time with respect Purchaser to be included in its Annual Report on Form F-2 for the filing of any material Tax Return or period ended December 31, 1996 and in Purchaser's Call Report for the period ended December 31, 1996 are reasonably sufficient in the aggregate for the payment of all unpaid federal, state, county and local Taxes (including any material Tax; (ii) received no written notice interest or penalties thereon), whether or not disputed, accrued or applicable, for the period ended December 31, 1996 and all prior periods covered by such returns, and for which Purchaser is liable in its own right or as transferee of the assets of, nor does ACE*COMM have any knowledge ofor successor to, any notice corporation, person, association, partnership, joint venture or other entity. The federal income tax returns of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; Purchaser have not in the five (iii5) no knowledge years prior to the date of any audits pending and there this Agreement, been examined by the Internal Revenue Service ("IRS"). State of New Hampshire tax returns of Purchaser have not, in the five (5) years prior to the date of this Agreement, been examined by the Department of Revenue of the State of New Hampshire. There are no outstanding agreements disputes pending or claims asserted for Taxes or assessments upon Purchaser, nor has Purchaser been requested to give any waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty or local income tax return for any period. In addition, or foreign (a) proper and accurate amounts have been withheld by the Purchaser from its employees for all prior periods in compliance with the tax returns or Taxes; and (iv) not entered into any discussions with any withholding provisions of applicable federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by county and local laws; (b) federal, state, localcounty and local returns which are accurate and complete have been filed by the Purchaser for all periods for which returns were due with respect to income tax withholding, or foreign authorities. There are no Liens Social Security and unemployment taxes; and (c) the amounts shown on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required such returns to be withheld therefrom due and payable have been paid in full or adequate provision therefor has paid been included by the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown Purchaser in the most recent its consolidated financial statements referred to be included in Section 4.5 (other than any reserve its Annual Report on Form F-2 for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofperiod ended December 31, 1996.

Taxes and Tax Returns. For purposes of this Section 4.94.12, ACE*COMM S1 shall include ACE*COMM, S1 and each ACE*COMM S1 Subsidiary and each other affiliated or related corporation or entity if ACE*COMM S1 or any ACE*COMM S1 Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM S1 has (i) timely duly filed all material Tax Returns required to be filed by it on or before the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (4.6 hereof in accordance with GAAP for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by Taxing Authorities on or before the date hereof other than any reserve Taxes (a) that (x) are not yet delinquent or (y) are being contested in good faith and set forth in SECTION 4.12 OF THE S1 DISCLOSURE SCHEDULE and (b) that have not been finally determined. The charges, accruals, and reserves with respect to Taxes in the financial statements referred to in Section 4.6 are adequate (determined in accordance with GAAP) and are at least equal to its liability for deferred Taxes established Taxes. There exists no proposed tax assessment against S1 except as disclosed in the financial statements referred to reflect timing differences between book and Tax incomein Section 4.6 hereof in accordance with GAAP. No consent to the application of Section 341(f)(2) is adequate for Taxes due or accrued as of the date hereof.Code has been filed with respect to any property or assets held, acquired, or to be acquired by S1. All Taxes that S1 is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Taxing Authority. All liability with respect to the Tax Returns of S1 has been satisfied for all years to and including 1998. No Taxing Authority has notified S1 of, or otherwise asserted, that there are any material deficiencies with respect to the Tax Returns of S1 subsequent to 1994. There are no material disputes pending, or claims asserted for, Taxes or assessments of S1, nor has S1 given or been requested to give any currently effective waiver extending the statutory period of limitation applicable to any Tax Return. In addition, Tax Returns that are accurate and complete in all material respects have been filed by S1 for all periods for which returns were due with respect to income and employment tax withholding with respect to wages and other income and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with GAAP has been included by S1 in the financial statements referred to in Section 4.6

Taxes and Tax Returns. For purposes All tax returns and reports of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns Borrower required by -------------------- law to be filed by it on have been duly filed and all taxes, assessments, fees and other governmental charges upon Borrower or before the date hereof (all such returns being correct and complete in all material respects) and duly and timely paid all material Taxes upon any of its respective properties, assets, income or franchises which have become are due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable pursuant to any federalassessment received by Borrower have been paid other than those which are presently payable without penalty or interest. No Material Change. There have been no material changes in the aggregate -------------------- assets or aggregate liabilities or in the condition, statefinancial or otherwise, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as of Borrower from that set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since financial statements delivered by Borrower to the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose NJEDA in connection with any failure its application (or alleged failurethe "Application") to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, for the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, localGrant, or foreign authority within delivered by Borrower to Lender in connection with its application (the "NMF Application") for the Loan. Correctness of Application,NMFApplication, Statements, Representations --------------------------------------------------------------------------- and Warranties; Lender's Reliance. All statements, representations and ------------------------------------- warranties made by Borrower in its Application, and/or its NMF Application and any materials submitted in support of Borrower's Application and/or its NMF Application are true. It is understood by Borrower that all such statements, representations and warranties shall be deemed to have been relied upon by Lender as an inducement to enter into this Agreement and that if any such statements, representations or warranties were materially false at the time required under applicable Laws. The provision for Taxes they were made Lender may, in its sole discretion, consider any such misrepresentation an Event of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued Default as of the date hereofhereinafter defined.

Taxes and Tax Returns. For purposes Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary Target and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material federal, state, foreign and local information returns and Tax Returns returns required to be filed by it on or before prior to the date hereof of this Agreement (all such returns being correct accurate and complete in all material respects) and has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than (i) Taxes or other governmental charges that are not yet delinquent or are being contested in good faith or have not been finally determined and timely paid all material have been adequately reserved against under GAAP, or (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Target. The federal income Tax returns of Target and its Subsidiaries, to the knowledge of Target, have become due and payable not been examined by it, and there the IRS. There are no agreementsmaterial disputes pending, waivers or to the knowledge of Target, claims asserted, for Taxes or assessments upon Target or any of its Subsidiaries for which Target does not have reserves that are adequate under GAAP. Neither Target nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other arrangements providing than such an agreement or arrangement exclusively between or among Target and its Subsidiaries). Within the past five years, neither Target nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code. Target has no liability for an extension Taxes of time any person arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise. No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign law) has been entered into by or with respect to Target. All Taxes required to be withheld, collected or deposited by or with respect to Target have been timely withheld, collected or deposited as the filing of any material Tax Return case may be, and to the extent required, 18 have been paid to the relevant taxing authority, except for failures to so withhold, collect or deposit that are immaterial, individually and in the payment of any material Tax; (ii) received no written notice ofaggregate. Target has not been requested to grant, nor does ACE*COMM have any knowledge ofor has granted, any notice waiver of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, locallocal or foreign statute of limitations with respect to, or foreign any extension of a period for the assessment of, any Tax, which waiver or extension has not since expired. Target has not participated in any “listed transaction” or “reportable transaction” or “tax returns shelter” within the meaning of the Code requiring it to file, register, prepare, produce or Taxes; and (ivmaintain any disclosure, report, list or any other statement or document under Sections 6111 or 6112 of the Code. Target is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authorityof the Code. Except as set forth in Section 4.9 4.10 of the ACE*COMM Target Disclosure Schedule, since neither the inception execution and delivery of ACE*COMM, this Agreement nor the Tax Returns consummation of ACE*COMM have never been audited by federal, state, local, the transactions contemplated hereby will cause the imposition of any excise tax or foreign authorities. There are no Liens on any property penalty under Section 4999 of ACE*COMM that arose the Code or result in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely deductible “parachute payment) to the proper federal, state, local, or foreign authority ” within the time required under applicable Laws. The provision for Taxes meaning of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as 280G of the date hereofCode.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary Northern Illinois and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, county, foreign and, to the best of Northern Illinois' knowledge, local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of all Taxes (as defined in Section 3.11(b)) and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined. The income tax returns of Northern Illinois and its Subsidiaries have never been examined by the Internal Revenue Service (the "IRS"). There are no material disputes pending, or claims asserted for, Taxes or assessments upon Northern Illinois or any material Tax; (ii) received no written notice ofof its Subsidiaries for which Northern Illinois does not have adequate reserves, nor does ACE*COMM have has Northern Illinois or any knowledge of, of its Subsidiaries given any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by Northern Illinois and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Northern Illinois, (ii) federal, state, county and local returns which are accurate and complete in all material respects have been filed by Northern Illinois and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, (iii) the amounts shown on such federal, state, local or foreign tax county returns to be due and payable have been paid in full or Taxes; adequate provision therefor has been included by Northern Illinois in its consolidated financial statements as of December 31, 1994, and (iv) there are no Tax liens upon any property or assets of Northern Illinois or its Subsidiaries except liens for current taxes not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authorityyet due. Except as set forth in Section 4.9 of the ACE*COMM Disclosure ScheduleSchedule 3.11, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to neither Northern Illinois nor any of its past Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by Northern Illinois or present employees, officers or directorsany of its Subsidiaries, and to the IRS has not initiated or proposed any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (such adjustment or change in accounting method. Except as set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown forth in the most recent financial statements referred to described in Section 4.5 (other than 3.7, neither Northern Illinois nor any reserve of its Subsidiaries has entered into a transaction which is being accounted for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as an installment obligation under Section 453 of the date hereofCode.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary HBE and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary the HBE Bank has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, county, foreign and, to the best of HBE's knowledge, local information returns and tax returns required to be filed by it on or before the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of all Taxes (as defined in Section 3.10(b)) and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined. The income tax returns of HBE and the HBE Bank remain open for the applicable statutory time periods and any deficiencies, penalties or assessments have been paid or provided for in HBE's consolidated financial statements. There are no material Tax; (ii) received no written notice ofdisputes pending with respect to, or claims asserted for, Taxes or assessments upon HBE or the HBE Bank for which HBE does not have adequate reserves, nor does ACE*COMM have has HBE or the HBE Bank given any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty, foreign or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by HBE and the HBE Bank from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state, foreign and local laws, except where failure to do so would not have a Material Adverse Effect on HBE, (ii) federal, state, foreign, county and local returns which are accurate and complete in all material respects have been filed by HBE and the HBE Bank for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, (iii) the amounts shown on such federal, state, foreign, local or county returns to be due and payable have been paid in full or Taxes; adequate provision therefor has been included by HBE in its consolidated financial statements as of December 31, 1997, and (iv) there are no Tax liens upon any property or assets of HBE or the HBE Bank except liens for current taxes not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authorityyet due. Except as set forth in SCHEDULE 3.10(A), neither HBE nor the HBE Bank has been required to include in income any adjustment pursuant to Section 4.9 481 of the ACE*COMM Disclosure Schedule, since Code by reason of a voluntary change in accounting method initiated by HBE or the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directorsHBE Bank, and to the Internal Revenue Service (the "IRS") has not initiated or proposed any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (such adjustment or change in accounting method. Except as set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown forth in the most recent financial statements referred to described in Section 4.5 (other than any reserve 3.6, neither HBE nor the HBE Bank has entered into a transaction which is being accounted for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as an installment obligation under Section 453 of the date hereofCode.

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) Xxxxxxx has duly and timely filed --------------------- all material federal, state, local and non-U.S. Tax Returns required to be filed by it on or before the date hereof (all and its Subsidiaries, and each such returns being correct Tax Return is complete and complete accurate in all material respects, (ii) and duly and Xxxxxxx has timely paid all material Taxes which have become due and payable by it, it and there its Subsidiaries and has made adequate provision (through a current accrual on its most recent financial statements) for any Taxes that are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; not yet due and payable and (iii) Xxxxxxx has withheld and paid in a timely manner all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, including amounts of or the value of awards and prizes paid to Xxxxxxx' employees. Any deficiencies or assessments asserted in writing by any taxing authority have been paid or fully settled and no issue raised by any such taxing authority reasonably could be expected to result in a proposed deficiency for any prior, parallel or subsequent period (including periods subsequent to the Effective Time). There are no claims or assessments pending (or, to the best knowledge of Xxxxxxx, threatened) against Xxxxxxx or any audits pending of its Subsidiaries for any alleged federal, state, local or non-U.S. Tax deficiency and there are no outstanding agreements or waivers issue has been raised in writing by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, local or foreign tax returns non-U.S. taxing authority or Taxes; and (ivrepresentative thereof. No consent has been filed relating to Xxxxxxx pursuant to Section 341 of the Code. No claim has ever been made by an authority in a jurisdiction where Xxxxxxx does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. Section 3.1(n) not entered into any discussions with any of the Xxxxxxx Disclosure Schedule lists all federal, state, locallocal and non-U.S. jurisdictions in which Xxxxxxx files Tax Returns, or foreign authority and indicates those Tax Returns that have been audited and those that currently are the subject of audit. Xxxxxxx has not consented to an extension of the statute of limitations with respect to any Tax asserted period. Xxxxxxx is not a party to any Tax allocation or sharing agreement. Xxxxxxx (i) has never been a member of an "affiliated group" (within the meaning of Section 1504 of the Code) and has never been a member of any combined, consolidated, affiliated or unitary group for any state, local or non-U.S. Tax purposes and (ii) has no liability for the Taxes of any person under Treas. Reg. (S) 1.1502-6 (or any similar provision of state, local or non-U.S. law), as a transferee or successor, by such contract, or otherwise. Xxxxxxx has never had any "undistributed personal holding company income" (as defined in Section 545 of the Code). Xxxxxxx is not required to make any adjustment pursuant to Section 481 of the Code (or any comparable provision of state, local or non-U.S. law) by reason of a change in accounting method or otherwise. Xxxxxxx has never requested a ruling from, or entered into a closing agreement with, the Internal Revenue Service or any other taxing authority. Except None of Xxxxxxx' assets is "tax-exempt use property" (as set forth defined in Section 4.9 168(h)(1) of the ACE*COMM Disclosure Schedule, since Code) or may be treated as owned by any other person pursuant to Section 168(f)(8) of the inception Internal Revenue Code of ACE*COMM, 1954 (as in effect immediately prior to the enactment of the Tax Returns Reform Act of ACE*COMM have 1986). Xxxxxxx is not a party to any agreement or arrangement that provides for the payment of any amount that could constitute a "parachute payment" within the meaning of Section 280G of the Code. Xxxxxxx is not, and has never been audited by been, a "United States real property holding corporation" within the meaning of Section 897 of the Code. Xxxxxxx has not made any elections under Section 108, 168, 338, 441, 472, 1017, 1033 or 4977 of the Code (or any predecessor provisions thereof). Xxxxxxx has previously delivered to Shire true and complete copies of (i) all federal, state, local, local and non- U.S. income or foreign authorities. There are no Liens on any property franchise Tax Returns for each of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) last three taxable years ending prior to the proper federal, state, local, or foreign authority date of this Agreement (except for those Tax Returns that have not yet been filed) and (ii) any audit reports issued within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in last three years by the most recent financial statements referred to in Section 4.5 (Internal Revenue Service or any other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereoftaxing authority.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary TMCS and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, foreign and local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made adequate provision for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM all Taxes and other governmental charges which have any knowledge of, any notice of deficiency been incurred or assessment are due or proposed deficiency or assessment claimed to be due from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers it by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, localforeign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not, either individually or in the aggregate, have a Material Adverse Effect on TMCS. Except as would not, individually or in the aggregate, have a Material Adverse Effect on TMCS, there are no disputes pending, or foreign claims asserted for, Taxes or assessments upon TMCS or any of its Subsidiaries for which TMCS does not have adequate reserves. In addition, (A) proper and accurate amounts have been withheld by TMCS and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax returns withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or Taxes; and in the aggregate, have a Material Adverse Effect on TMCS, (ivB) not entered into any discussions with any federal, state, local, or foreign authority and local returns which are accurate and complete in all material respects have been filed by TMCS and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on TMCS, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or adequate provision therefor has been included by TMCS in its consolidated financial statements, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on TMCS and (D) there are no Tax liens upon any Tax asserted property or assets of TMCS or its Subsidiaries except liens for current taxes not yet due or liens that will not, either individually or in the aggregate, have a Material Adverse Effect on TMCS. Neither TMCS nor any of its Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by TMCS or any of its Subsidiaries, and the Internal Revenue Service (the "IRS") has not initiated or proposed any such authorityadjustment or change in accounting method, in either case which has had or will have, either individually or in the aggregate, a Material Adverse Effect on TMCS. Except as set forth in the financial statements described in Section 4.9 of the ACE*COMM Disclosure Schedule6.5, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to neither TMCS nor any of its past Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, which will have, either individually or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofaggregate, a Material Adverse Effect on TMCS.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary Pacific and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary the Pacific Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all federal, state, county, local and foreign tax returns (all such returns being accurate and complete in all material Tax Returns respects) required to be filed by it on or before prior to the date hereof (all such returns being correct and complete in all material respectsas of the date of any certificate delivered pursuant to Section 7.3(a) of this Agreement) and duly and timely has paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of all Taxes (as defined below) and other governmental charges which have been incurred or are due or claimed to be due from it (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges (1) that are not yet delinquent or are being contested in good faith and (2) have not been finally determined. There are no material disputes pending, or claims asserted for, Taxes or assessments upon Pacific or any material Tax; (ii) received no written notice ofPacific Subsidiary, nor does ACE*COMM have has Pacific or any knowledge of, Pacific Subsidiary been requested to give any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by Pacific and each Pacific Subsidiary from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Pacific, (ii) federal, state, county and local returns that are accurate and complete in all material respects have been filed by Pacific and the Pacific Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on Pacific, (iii) the amounts shown on such federal, state, local or foreign tax county returns to be due and payable have been paid in full or Taxes; adequate provision therefor has been included by Pacific in its consolidated financial statements and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There there are no Liens on Tax liens upon any property or assets of ACE*COMM that arose in connection with any failure (Pacific or alleged failure) to pay any material Tax when its Subsidiaries except liens for current taxes not yet due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary MidCity and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, foreign and local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made adequate provisions for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM all Taxes and other governmental charges which have any knowledge of, any notice of deficiency been incurred or assessment are due or proposed deficiency or assessment claimed to be due from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited it by federal, state, localforeign or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision are , in the aggregate, not material to MidCity on a consolidated basis. The federal income tax returns of MidCity and its Subsidiaries have either been examined by the Internal Revenue Service (the "IRS") or the statute of limitation for examination by the IRS has expired for all years to and including the taxable year ended December 31, 1996 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. To the best of MidCity's knowledge, there are no material disputes pending, or claims asserted for, Taxes or assessments upon MidCity or any of its Subsidiaries for which MidCity does not have adequate reserves. Each of MidCity and its Subsidiaries has (A) withheld proper and accurate amounts from payments to employees, creditors, independent contractors, foreign authoritiespersons and other third parties for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, (B) filed all federal, state, and local returns (which are accurate and complete in all material respects) for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes and (C) paid or made adequate provision for all Taxes shown on such federal, state or local returns to be due and payable. There are no Liens on Tax liens upon any property or assets of ACE*COMM that arose in connection with any failure (MidCity or alleged failure) to pay any material Tax when its Subsidiaries except liens for current taxes not yet due. ACE*COMM has withheld from each payment made to Neither MidCity nor any of its past Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by MidCity or present employees, officers or directorsany of its Subsidiaries, and to the IRS has not initiated or proposed any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (such adjustment or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown change in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofaccounting method.

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any All material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns required to be filed to date by it on or before the date hereof Company (all such returns being correct and complete any predecessor) have been accurately prepared in all material respects) respects and duly filed, or an extension therefrom has been duly obtained, and timely paid all material Taxes which have become due and payable by itthe Company (and any predecessor) have been paid when due. There is no examination or audit for Taxes of the Company (or any predecessor) currently in progress, and there are no agreementswritten claim, waivers asserted deficiency or other arrangements providing assessment for an extension Taxes of time the Company (or any predecessor) has been made, and, to the Knowledge of Company, no such claim, deficiency or assessment has been threatened. No liens or similar encumbrances have been asserted against the Company (or any predecessor) with respect to the filing failure to pay any Taxes. The Company has not waived any statute of limitations in respect of Taxes or executed or filed with any taxing authority any agreements extending the period for assessment or collection of any material Taxes. The unpaid Taxes of the Company for tax periods through June 30, 2006 do not exceed the accruals and reserves for Taxes set forth on the Company’s balance sheet as of June 30, 2006. Proper amounts have been withheld by the Company (and any predecessor) in accordance with Tax Return withholding provisions of applicable laws and, to the extent required, have been paid to the proper authority. Neither the Company nor any predecessor is or has ever been a member of a group of corporations with which it has filed (or been required to file) affiliated, consolidated, combined, unitary or similar Returns. Neither the payment of Company nor any material Tax; (ii) received no written notice ofpredecessor is a party to any tax-sharing or tax-allocation agreement, nor does ACE*COMM have the Company (or any knowledge of, predecessor) owe any notice of deficiency amounts under any tax-sharing or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, localtax-allocation agreement, or foreign tax returns as transferee or Taxes; and (ivsuccessor or by contract. The Company has never been a United States real property holding corporation within the meaning of Section 897(c)(2) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofCode.

Taxes and Tax Returns. For purposes of this Section 4.9Except as set forth in the SEC Reports or on the Disclosure Schedule, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (ia) timely filed all material Tax Returns tax returns, declarations, reports, estimates, information returns and statements required to be filed with respect to Taxes (as defined herein) under federal, state, local or foreign laws ("Returns") by it on the Company or before any subsidiary of the Company have been timely filed (taking into account any extensions of time for filing such Returns), (b) at the time filed, such Returns were (and, as to Returns not filed as of the date hereof (all such returns being hereof, will be) true, correct and complete in all material respects) respects and duly each of the Company and each subsidiary of the Company has timely paid all material Taxes which have become shown to be due and payable by iton such Returns, and (c) there are no agreementsmaterial liens for Taxes upon the assets of the Company or any subsidiary of the Company which are not provided for in the financial statements included in the SEC Reports, waivers or other arrangements providing except liens for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; Taxes not yet due, (iid) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no material outstanding agreements deficiencies for any Taxes proposed, asserted or waivers by ACE*COMM that extend assessed against the statutory period Company or any subsidiary of limitations applicable to any the Company which are not provided for in the financial statements included in the SEC Reports, (e) except as set forth on the Disclosure Schedule, there are no material federal, state, local, local or foreign tax returns audits or Taxes; other administrative proceedings presently pending with regard to any Taxes or Returns, and (ivf) not entered into the Company has filed a consolidated Return for federal income tax purposes on behalf of itself and all of its domestic subsidiaries as the common parent corporation of an "affiliated group" (within the meaning of Section 1504(a) of the Code) of which such subsidiaries are "includible corporations" in such affiliated group within the meaning of Section 1504(c)(2) of the Code. For purposes of this Agreement, "Taxes" means all income, gross income, gross receipts, premium, sales, use, transfer, franchise, profits, withholding, payroll, employment, excise, severance, property and windfall profits taxes, and all other taxes, assessments or similar charges of any discussions kind whatsoever thereon or applicable thereto, together with any federalinterest and any penalties, stateadditions to tax or additional amounts, local, in each case imposed by any taxing authority (domestic or foreign authority with respect to foreign) upon the Company or any Tax asserted by such authority. Except as set forth in Section 4.9 subsidiary of the ACE*COMM Disclosure ScheduleCompany, since the inception including, without limitation, all amounts imposed as a result of ACE*COMM, the Tax Returns being a member of ACE*COMM have never been audited by federal, state, local, any affiliated or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofcombined group.

Taxes and Tax Returns. For purposes Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary FleetBoston and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary the FleetBoston Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material federal, state, foreign and local information returns and Tax Returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provision for an extension of time with respect to the filing of any material Tax Return or the payment of all Taxes and other governmental charges which have been incurred or are due or claimed to be due from it by any material Tax; Taxing Authority (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other governmental charges which are not yet delinquent or are being contested in good faith and have not been finally determined, or (ii) received no written notice ofinformation returns, nor does ACE*COMM have any knowledge ofTax Returns, any notice of deficiency Taxes or assessment other governmental charges as to which the failure to file, pay or proposed deficiency make provision for will not have, either individually or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend in the statutory period of limitations applicable to any federalaggregate, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authoritya Material Adverse Effect on FleetBoston. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the The Federal Income Tax Returns of ACE*COMM FleetBoston and the FleetBoston Subsidiaries have never been audited examined by federalthe IRS for taxable years through December 31, state1997, localand any liabilities asserted as a result of such examination have been satisfied, or foreign authoritiesif being contested are covered by adequate reserves. There are no Liens on any property of ACE*COMM that arose in connection with any failure (material disputes pending, or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to claims asserted for, Taxes or assessments upon FleetBoston or any of its past the FleetBoston Subsidiaries for which FleetBoston does not have adequate reserves. Neither FleetBoston nor any of the FleetBoston Subsidiaries is a party to or present employeesis bound by any Tax sharing, officers allocation or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (indemnification agreement or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 arrangement (other than any reserve for deferred Taxes established such an agreement or arrangement exclusively between or among FleetBoston and the FleetBoston Subsidiaries) that could give rise to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofa material change in FleetBoston's financial statements referenced in Section 4.5.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary Subject Company and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns Federal, state and, to the best of Subject Company's knowledge, material local information returns and tax returns required to be filed by it on or before prior to the date hereof and has duly paid or made provisions for the payment of all material Taxes (as defined below) and other material governmental charges which have been incurred or are due or claimed to be due from it by Federal, state, county or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges (1) which are not yet delinquent or are being contested in good faith and as to which adequate provision for payment has been made and (2) 18 have not been finally determined. Except as set forth on Section 3.10 of the Subject Company Disclosure Schedule, the income tax returns of Subject Company and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") and any liability with respect thereto has been satisfied for all years to and including 1990, and no material deficiencies were asserted as a result of such examination or all such deficiencies were satisfied, except where the failure to do so would not have a Material Adverse Effect on Subject Company. In addition, (i) proper and accurate amounts have been withheld by Subject Company and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable Federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Subject Company, (ii) Federal, state, county and local returns being correct which are accurate and complete in all material respectsrespects have been filed by Subject Company and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on Subject Company, (iii) and duly and timely paid all material Taxes which have become the amounts shown on such Federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by itSubject Company in its consolidated financial statements, and there are no agreements, waivers or other arrangements providing for an extension of time with respect except where failure to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM do so would not have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; a Material Adverse Effect on Subject Company and (iv) not entered into there are no Tax liens upon any discussions with any federal, state, local, property or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 assets of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, Subject Company or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when its Subsidiaries except liens for current taxes not yet due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.

Taxes and Tax Returns. For purposes Schedule 4.6(a) contains copies of this Section 4.9Target's federal income Tax Returns filed for fiscal years ended on and after December 31, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary 1997 through the Most Recent Fiscal Year End. Target has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all material Tax Returns required to be filed and paid in full all Taxes required to be paid by Target. As of the time of filing, all such Returns correctly reflected (and all Returns required to be filed by it on Target pursuant to Article 7 hereof will correctly reflect at the time of filing) the facts regarding the income, business, assets, operations, activities, status, or before the date hereof (all such returns being correct other matters of Target or any other information required to be shown thereon. Target has withheld and complete in all material respects) and duly and timely paid all material Taxes which required to have become due been withheld and payable by itpaid in connection with amounts paid or owing to any employee, and there are no agreementsindependent contractor, waivers creditor, stockholder or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authoritythird party. Except as set forth in Section 4.9 on Schedule 4.6(b), (a) Target has no deficiency with respect to any tax period on account of the ACE*COMM Disclosure ScheduleTaxes, since the inception (b) no Tax or related audit of ACE*COMMTarget is proposed or pending, the (c) no federal income Tax Returns of ACE*COMM Target have never been audited and reported upon by federalthe Internal Revenue Service, state(d) there are not in effect any waivers or extensions of statutes of limitations by Target respecting any Returns of Target, local(e) Target has not filed any consent under Section 341(f) of the Code concerning collapsible corporations, (f) Target has not made any payments, nor is it obligated to make any payments, that will not be deductible under Code Section 280G, and (g) Target is not a party to any Tax allocation or foreign authoritiesTax sharing agreement, and it does not have any Liability under Treasury Regulation Section 1.1502-6 or otherwise for the Taxes of any other Person. There are no Liens on Target (and any property predecessor of ACE*COMM that arose Target) has been a validly electing S corporation, within the meaning of Code Sections 1361 and 1362, from its inception and Target will continue to be an S corporation up to and including the Closing Date. Target has not, within the past ten (10) years, acquired assets from another Person in connection with any failure a transaction in which Target's Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or alleged failureany other property) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as hands of the date hereoftransferor.

Taxes and Tax Returns. (a) For purposes of this Section 4.93.9, ACE*COMM FICS shall include ACE*COMM, FICS and each ACE*COMM FICS Subsidiary and each any other affiliated or related corporation or entity if ACE*COMM FICS or any ACE*COMM FICS Subsidiary has or could have any material liability for the Taxes taxes of such corporation or entity. ACE*COMM FICS has (i) timely duly filed all material Tax Returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly paid or made provision on the financial statements referred to in Sections 3.5 and timely paid 6.6 hereof in accordance with US GAAP for the payment of all material Taxes which have become been incurred or are due or claimed to be due from it by Taxing Authorities on or prior to the date hereof other than Taxes (a) which (x) are not yet delinquent or (y) are being contested in good faith and payable by itset forth in Section 3.9 of the FICS Disclosure Schedule and (b) which have not been finally determined. The charges, accruals, and there reserves with respect to Taxes on the books of FICS are adequate (as determined in accordance with US GAAP) and are at least equal to its liability for Taxes. There exists no agreementsproposed tax assessment against FICS except as disclosed in the FICS financial statements. No consent to the application of Section 341(f)(2) of the Code has been filed with respect to any property or assets held, waivers acquired, or other arrangements providing for an extension of time to be acquired by FICS. All Taxes that FICS is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity. All liability with respect to the filing Tax Returns of FICS and its Subsidiaries has been satisfied for all years to and including 1998. No Taxing Authority has notified FICS of, or otherwise asserted, that there are any material deficiencies with respect to the Tax Return Returns of FICS subsequent to 1998. There are no material disputes pending, or the payment of any material Tax; (ii) received no written notice ofclaims asserted for, Taxes or assessments upon FICS, nor does ACE*COMM have has FICS been requested to give any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federalTax Return for any period. In addition, state, local, or foreign tax Tax Returns that are accurate and complete in all material respects have been filed by FICS for all periods for which returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority were due with respect to any Tax asserted by income tax withholding with respect to wages and other income and the amounts shown on such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom due and payable have been paid in full or adequate provision therefor in accordance with US GAAP has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown been included by FICS in the most recent financial statements referred to in Section 4.5 (Sections 3.5 and 6.6 hereto. No audit by any relevant Taxing Authority in connection with any FICS Tax Return is pending or has been announced. All deficiencies proposed as a result of any examinations have been paid or settled, for all periods before and including the taxable year ended December 31, 1998. FICS has not consented to any waiver or extension of any statute of limitations with respect to any Tax. FICS has provided or made available to S1 Holdings complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for each taxable year or other than any reserve for deferred Taxes established relevant period as to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as which the applicable statute of limitations has not run on the date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, pending claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns that have not been finally resolved, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of FICS.

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM S1 shall include ACE*COMM, S1 and each ACE*COMM S1 Subsidiary and each other affiliated or related corporation or entity if ACE*COMM S1 or any ACE*COMM S1 Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM S1 has (i) timely duly filed all material Tax Returns required to be filed by it on or before the date hereof (all such returns being correct accurate and complete in all material respects) and has duly paid or made provision in the financial statements referred to in Sections 4.5 and timely paid 6.8 hereof in accordance with GAAP for the payment of all material Taxes which that have become been incurred or are due or claimed to be due from it by Taxing Authorities on or before the date hereof other than Taxes (a) that (x) are not yet delinquent or (y) are being contested in good faith and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM S1 Disclosure ScheduleSchedule and (b) that have not been finally determined. The charges, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directorsaccruals, and reserves with respect to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Sections 4.5 and 6.8 are adequate (determined in accordance with GAAP) and are at least equal to its liability for Taxes. There exists no proposed tax assessment against S1 except as disclosed in the financial statements referred to in Sections 3.5 and 6.8 hereof in accordance with GAAP. No consent to the application of Section 341(f)(2) of the Code has been filed with respect to any property or assets held, acquired, or to be acquired by S1. All Taxes that S1 is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Taxing Authority. All liability with respect to the Tax Returns of S1 has been satisfied for all years to and including 1998. No Taxing Authority has notified S1 of, or otherwise asserted, that there are any material deficiencies with respect to the Tax Returns of S1 subsequent to 1994. There are no material disputes pending, or claims asserted for, Taxes or assessments of S1, nor has S1 given or been requested to give any currently effective waiver extending the statutory period of limitation applicable to any Tax Return. In addition, Tax Returns that are accurate and complete in all material respects have been filed by S1 for all periods for which returns were due with respect to income and employment tax withholding with respect to wages and other income and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with GAAP has been included by S1 in the financial statements referred to in Sections 4.5 (and 6.8 hereto. All S1 Tax Returns have been examined by the relevant Taxing Authorities, or closed without audit by applicable statutes of limitations, and all deficiencies proposed as a result of such examinations have been paid or settled, for all periods before and including the taxable year ended December 31, 1994. S1 has provided or made available to Edify complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to Taxes for each taxable year or other than any reserve for deferred Taxes established relevant period as to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as which the applicable statute of limitations has not run on the date hereof.. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, pending claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns that have not been finally resolved, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and

Taxes and Tax Returns. For purposes (a) HRB has made available to GFH copies of this Section 4.9the federal, ACE*COMM shall include ACE*COMMstate and local income tax returns of HRB and the HRB Subsidiaries for the years 2005, each ACE*COMM Subsidiary 2006 and 2007 and all schedules and exhibits thereto, and such returns have not been examined by the Internal Revenue Service or any other taxing authority. Except as refle cted in HRB Schedule 4.11, HRB and each other affiliated of the HRB Subsidiaries has duly filed (or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (iobtained extensions to file) timely filed in correct form in all material Tax Returns respects all federal, state and local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct and complete in all material respects) and duly and timely paid all material Taxes which have become due and payable by ithereof, and there are no agreements, waivers HRB and each of the HRB Subsidiaries has duly paid or other arrangements providing made adequate provisions for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending all taxes and there other governmental charges which are no outstanding agreements or waivers owed by ACE*COMM that extend the statutory period of limitations applicable it to any federal, statestate or local taxing authorities, localwhether or not reflected in such returns (including, without limitation, those owe d in respect of the properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls of HRB and each of the HRB Subsidiaries), other than taxes and other charges which (i) are not yet delinquent or are being contested in good faith or (ii) have not been finally determined. The amounts set forth as liabilities for taxes on the Financial Statements of HRB, and the Call Reports of Hampton Roads Bank Shares and Shore Bank, are sufficient, in the aggregate, for the payment of all unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed, accrued or applicable, for the periods then ended, and have been computed in accordance with generally accepted accounting principles. Neither HRB nor any of the HRB Subsidiaries is responsible for the taxes of any other Person under Treasury Regulation 1.1502-6 or any similar provision of federal, state or foreign tax returns or Taxes; and (iv) not entered into law. Neither HRB nor any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited HRB Subsidiaries is a party to or bound by federal, state, local, any tax allocation or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereoftax sharing agreement.

Taxes and Tax Returns. For purposes (a) Except as set forth on Schedule B, the Borrower and the Subsidi- ---------- aries (and any affiliated group of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM which the Borrower or any ACE*COMM Subsidiary of the Sub- sidiaries are now or have been members) has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed (inclusive of any permitted extensions) with the appropriate taxing authorities all material Tax Returns returns (including, without limitation, information returns) in respect of taxes required to be filed by it on or before through the date hereof Closing Date and will timely file (all in- clusive of any permitted extensions) any such returns being correct required to be filed on and after the Closing Date. The information filed is complete and accurate in all material respects) . All deductions taken by the Borrower as reflected in such income tax returns have been taken in accordance with applicable laws and duly regulations, except deductions that may have been dis- allowed but are being challenged in good faith and timely paid all material Taxes for which adequate reserves have become due and payable by itbeen made in accordance with GAAP. Except as specified in Schedule B, and there neither the Borrower nor any of the Subsidiaries, nor any ---------- group of which the Borrower or any of the Subsidiaries are no agreementsnow or were members, waivers or other arrangements providing for an have requested any extension of time with within which to file returns (including without limitation information returns) in respect of any taxes. (b) All taxes, assessments, fees and other governmental charges in respect of periods beginning prior to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice ofClosing Date, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, localbeen timely paid, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, localwill be timely paid, or foreign authority with respect to any Tax asserted by such authority. Except an adequate reserve has been established therefor, as set forth in Section 4.9 Schedule B or in the Financial Statements, and ---------- neither the Borrower nor any of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on Subsidiaries has any property of ACE*COMM that arose liability for taxes in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as excess of the date hereofamounts so paid or reserves so established.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary NorthWest and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary the NorthWest Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely filed all federal, state, county, local and foreign tax returns (all such returns being accurate and complete in all material Tax Returns respects) required to be filed by it on or before prior to the date hereof (all such returns being correct and complete in all material respectsas of the date of any certificate delivered pursuant to Section 7.2(a) of this Agreement) and duly and timely has paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of all Taxes (as defined below) and other governmental charges which have been incurred or are due or claimed to be due from it (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges that (1) are not yet delinquent or are being contested in good faith and (2) have not been finally determined. There are no material disputes pending, or claims asserted for, Taxes or assessments upon NorthWest or any material Tax; (ii) received no written notice ofNorthWest Subsidiary, nor does ACE*COMM have has NorthWest or any knowledge of, NorthWest Subsidiary been requested to give any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by NorthWest and each NorthWest Subsidiary from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on NorthWest, (ii) federal, state, county and local returns that are accurate and complete in all material respects have been filed by NorthWest and NorthWest Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on NorthWest, (iii) the amounts shown on such federal, state, local or foreign tax county returns to be due and payable have been paid in full or Taxes; adequate provision therefor has been included by NorthWest in its consolidated financial statements and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There there are no Liens on tax liens upon any property or assets of ACE*COMM that arose in connection with any failure (NorthWest or alleged failure) to pay any material Tax when its Subsidiaries except liens for current taxes not yet due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.

Taxes and Tax Returns. For purposes (a) HRB has made available to GFH copies of this Section 4.9the federal, ACE*COMM shall include ACE*COMMstate and local income tax returns of HRB and the HRB Subsidiaries for the years 2005, each ACE*COMM Subsidiary 2006 and 2007 and all schedules and exhibits thereto, and such returns have not been examined by the Internal Revenue Service or any other taxing authority. Except as reflected in HRB Schedule 4.11, HRB and each other affiliated of the HRB Subsidiaries has duly filed (or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (iobtained extensions to file) timely filed in correct form in all material Tax Returns respects all federal, state and local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct and complete in all material respects) and duly and timely paid all material Taxes which have become due and payable by ithereof, and there are no agreements, waivers HRB and each of the HRB Subsidiaries has duly paid or other arrangements providing made adequate provisions for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM have any knowledge of, any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending all taxes and there other governmental charges which are no outstanding agreements or waivers owed by ACE*COMM that extend the statutory period of limitations applicable it to any federal, statestate or local taxing authorities, localwhether or not reflected in such returns (including, without limitation, those owed in respect of the properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls of HRB and each of the HRB Subsidiaries), other than taxes and other charges which (i) are not yet delinquent or are being contested in good faith or (ii) have not been finally determined. The amounts set forth as liabilities for taxes on the Financial Statements of HRB, and the Call Reports of Hampton Roads Bank Shares and Shore Bank, are sufficient, in the aggregate, for the payment of all unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed, accrued or applicable, for the periods then ended, and have been computed in accordance with generally accepted accounting principles. Neither HRB nor any of the HRB Subsidiaries is responsible for the taxes of any other Person under Treasury Regulation 1.1502-6 or any similar provision of federal, state or foreign tax returns or Taxes; and (iv) not entered into law. Neither HRB nor any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited HRB Subsidiaries is a party to or bound by federal, state, local, any tax allocation or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereoftax sharing agreement.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary NBD and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, county, foreign and, to the best of NBD's knowledge, local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly paid or made provisions for the payment of all Taxes (as defined in Section 3.10(b)) and timely paid all material Taxes other governmental charges which have become been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and payable to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined, or (ii) information returns, tax returns, Taxes or other governmental charges the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of NBD, to have a Material Adverse Effect on NBD. The income tax returns of NBD and its Subsidiaries have been examined by itthe Internal Revenue Service (the "IRS") and any liability with respect thereto has been satisfied for all years to and including 1987, and either no material deficiencies were asserted as a result of such examination for which NBD does not have adequate reserves or all such deficiencies were satisfied. To the best of NBD's knowledge, there are no agreementsmaterial disputes pending, waivers or other arrangements providing claims asserted for, Taxes or assessments upon NBD or any of its Subsidiaries for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice ofwhich NBD does not have adequate reserves, nor does ACE*COMM have has NBD or any knowledge of, of its Subsidiaries given any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty or local income tax return for any period. In addition, or foreign (A) proper and accurate amounts have been withheld by NBD and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax returns or Taxes; withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on NBD, (ivB) not entered into any discussions with any federal, state, local, or foreign authority county and local returns which are accurate and complete in all material respects have been filed by NBD and its Subsidiaries for all periods for which returns were due with respect to any Tax asserted by income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on NBD, (C) the amounts shown on such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, local or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the amount of Taxes and other deductions required county returns to be withheld therefrom due and payable have been paid in full or adequate provision therefor has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown been included by NBD in the most recent financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereof.its consolidated 10

Taxes and Tax Returns. For purposes of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary (a) The Company has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, county and local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct true and complete in all material respects) and has duly and timely paid paid, discharged or made provisions for the payment of all material Taxes (as hereinafter defined) and other governmental charges which have become been incurred or are due or claimed to be due from it by federal, state, county or local taxing authorities on or prior to the date hereof (including without limitation, if and payable by itto the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and use and payrolls, and there are no agreementsany net worth tax), waivers other than Taxes or other arrangements providing charges that are not yet delinquent or are being contested in good faith and have not been finally determined. The amounts set up as reserves for an extension Taxes on the balance sheet of time with respect to the filing Company as of any material Tax Return or January 31, 1998 are reasonably sufficient in the aggregate for the payment of all unpaid federal, state, county and local Taxes (including any material Tax; (ii) received no written notice interest or penalties thereon), whether or not disputed, accrued or applicable, for the fiscal year ended January 31, 1998 and all prior periods covered by such returns, and for which the Company is liable in its own right or as transferee of the assets of, nor does ACE*COMM have any knowledge ofor successor to, any notice corporation, person, association, partnership, joint venture or other entity. The federal income tax returns of deficiency the Company have not in the five (5) years prior to the date of this Agreement, been examined by the Internal Revenue Service ("IRS"). The State of Michigan tax returns of the Company and any other state tax returns of the Company, have not, in the five (5) years prior to the date of this Agreement, been examined by the Department of Revenue of the State of Michigan or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there other state taxing authority. There are no outstanding agreements disputes pending or claims asserted for Taxes or assessments upon the Company, nor has the Company been requested to give any currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty or local income tax return for any period. In addition, or foreign (a) proper and accurate amounts have been withheld by the Company from its employees for all prior periods in compliance with the tax returns or Taxes; and (iv) not entered into any discussions with any withholding provisions of applicable federal, state, localcounty and local laws, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by (b) federal, state, localcounty and local returns which are accurate and complete in all material respects have been filed by the Company for all periods for which returns were due with respect to income tax withholding, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directorsSocial Security and unemployment taxes, and to any non-residents, (c) the amount of Taxes and other deductions required amounts shown on such returns to be withheld therefrom due and payable have been paid in full in all material respects or adequate provision therefor has paid been included by the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown Company in the most recent its financial statements referred to in Section 4.5 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofperiod ended January 31, 1998.

Taxes and Tax Returns. For purposes Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary SFS and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary the SFS Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material Tax Returns federal, state, county, foreign and, to the best of SFS's knowledge, local information returns and tax returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provisions for an extension of time with respect to the filing of any material Tax Return or the payment of all Taxes and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined. The income tax returns of SFS and the SFS Subsidiaries remain open for the applicable statutory time periods and any deficiencies, penalties or assessments have been paid or provided for in SFS's consolidated financial statements. There are no material Tax; (ii) received no written notice ofdisputes pending with respect to, or claims asserted for, Taxes or assessments upon SFS or any of the SFS Subsidiaries for which SFS does not have adequate reserves, nor does ACE*COMM have has SFS or any knowledge of, of the SFS Subsidiaries given any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or currently effective waivers by ACE*COMM that extend extending the statutory period of limitations limitation applicable to any federal, state, localcounty, foreign or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by SFS and each of the SFS Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state, foreign and local laws, except where failure to do so would not have a Material Adverse Effect on SFS, (ii) federal, state, foreign, county and local returns which are accurate and complete in all material respects have been filed by SFS and each of the SFS Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, (iii) the amounts shown on such federal, state, foreign, local or county returns to be due and payable have been paid in full or Taxes; adequate provision therefor has been included by SFS in its consolidated financial statements as of December 31, 1997, and (iv) there are no Tax liens upon any property or assets of SFS or any of the SFS Subsidiaries except liens for current taxes not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authorityyet due. Except as set forth in Section 4.9 Schedule 4.10(a), neither SFS nor any of the ACE*COMM Disclosure Schedule, since SFS Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the inception Code by reason of ACE*COMM, the Tax Returns of ACE*COMM have never been audited a voluntary change in accounting method initiated by federal, state, local, SFS or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directorsthe SFS Subsidiaries, and to the IRS has not initiated or proposed any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (such adjustment or change in accounting method. Except as set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown forth in the most recent financial statements referred to described in Section 4.5 (other than 4.6, neither SFS nor any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or accrued as of the date hereofSFS Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code.

Taxes and Tax Returns. For purposes (a) Each of this Section 4.9, ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary Summit and each other affiliated or related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary its Subsidiaries has or could have any material liability for the Taxes of such corporation or entity. ACE*COMM has (i) timely duly filed all material federal, state, foreign and local information returns and Tax Returns returns required to be filed by it on or before prior to the date hereof (all such returns being correct accurate and complete in all material respects) and has duly and timely paid all material Taxes which have become due and payable by it, and there are no agreements, waivers or other arrangements providing made provision for an extension of time with respect to the filing of any material Tax Return or the payment of any material Tax; (ii) received no written notice of, nor does ACE*COMM all Taxes and other governmental charges which have any knowledge of, any notice of deficiency been incurred or assessment are due or proposed deficiency or assessment claimed to be due from any Governmental Entity; (iii) no knowledge of any audits pending and there are no outstanding agreements or waivers by ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or foreign tax returns or Taxes; and (iv) not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited it by federal, state, localforeign or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or foreign authoritiesother government charges which are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against or (ii) information returns, Tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not have, either individually or in the aggregate, a Material Adverse Effect on Summit. The federal income Tax returns of Summit and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") for all years to and including 1997 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There are no Liens on any property of ACE*COMM that arose in connection with any failure (material disputes pending, or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to claims asserted, for Taxes or assessments upon Summit or any of its past Subsidiaries for which Summit does not have adequate reserves. Neither Summit nor any of its Subsidiaries is a party to or present employeesis bound by any Tax sharing, officers allocation or directors, and to any non-residents, the amount of Taxes and other deductions required to be withheld therefrom and has paid the same (indemnification agreement or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in the most recent financial statements referred to in Section 4.5 arrangement (other than such an agreement or arrangement exclusively between or among Summit and its Subsidiaries). Within the past five years, neither Summit nor any reserve for deferred Taxes established of its Subsidiaries has been a "distributing corporation" or a "controlled corporation" in a distribution intended to reflect timing differences between book and Tax incomequalify under Section 355(a) is adequate for Taxes due or accrued as of the date hereofCode.