Common use of Representations and Obligations Regarding Taxes Clause in Contracts

Representations and Obligations Regarding Taxes. Sellers, jointly and severally, hereby represent and warrant to Buyer that: (a) The Company has timely filed all Tax Returns that it has been required to file. All such Tax Returns were correct and complete in all material respects. All Taxes owed by the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written claim has been made by any Tax Authority in a jurisdiction where the Company does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction. There are no Liens on any of the Properties of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens for Taxes not yet due. (b) The Company has timely withheld and paid to the appropriate Tax Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Seller or any employee, independent contractor, creditor, manager, member or other third party. (c) There is no dispute or claim concerning any Tax liability of the Company either claimed or raised by any Tax Authority. No issue relating to Taxes has been raised in writing by a Tax Authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a Tax Authority in any completed audit or examination, that would reasonably be expected to have any adverse Tax effect on the Company or Buyer after the Closing. The Company has delivered to Buyer correct and complete copies of all income Tax Returns and other Tax Returns filed by or with respect to the Company, and all examination reports and statements of deficiencies received by the Company from a Tax Authority or assessed against or agreed to by the Company, all with respect to Tax periods beginning on or after January 1, 2016. (d) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (e) The unpaid Taxes of the Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) 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 of the Company in filing its Tax Returns. (f) The Company is not, nor has it ever been, a party to any joint venture, partnership or other arrangement or Contract that could be treated as a partnership for federal income tax purposes, other than the Organizational Documents. The Company does not own, nor has it ever owned, any equity interest in any entity. (g) All material elections currently in effect with respect to Taxes affecting the Company are disclosed or attached to a Tax Return of the Company that has been disclosed to Buyer. (h) All private letter rulings issued by the IRS to the Company and all closing agreements as described in Section 7121 of the Code (and any corresponding ruling or determination of, or any agreement with, any state, local or foreign Tax Authority) have been disclosed in Schedule 7.1, and there are no pending requests for any such rulings (or corresponding determinations or agreement). (i) The Company will not be required to include any material items of income in, or exclude any material items of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (iii) any installment sale or open transaction made on or prior to the Closing Date; (iv) any prepaid amount received on or prior to the Closing Date; (v) the cash basis method of accounting or percentage of completion method of accounting; or (vi) an election under Section 108(i) of the Code. (j) There are no Tax sharing or allocation agreements or similar written arrangements (including indemnity arrangements) with respect to or involving the Company, and, after the Closing Date, the Company will not be bound by any such Tax sharing or allocation agreements or similar arrangements entered into prior to the Closing or have any liability thereunder. (k) The Company does not have any liability for the Taxes of any Person as a transferee or successor, by Contract, or otherwise. (l) The Company does not have and has not at any time had a permanent establishment in any foreign country. The Company does not engage, and has not ever engaged, in a trade or business in any foreign country. (m) The Company has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 301.6011-4(b). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, then it believes that it has either (i) substantial authority for the tax treatment of such transaction or (ii) disclosed on its Tax Returns the relevant facts affecting the tax treatment of such transaction. (n) The Company is and always has been properly classified as a partnership for federal, state and local income Tax purposes. (o) None of (i) the goodwill, (ii) the going concern value or (iii) the other intangible assets of the Company that would not be depreciable or amortizable but for Section 197 of the Code was held or used on or before August 10, 1993 by the Company, any Seller or any Person who will be related to Buyer, within the meaning of Section 197(f)(9)(C) of the Code, on and after the Closing.

Representations and Obligations Regarding Taxes. Sellers, jointly The Company represents and severally, hereby represent and warrant warrants to Buyer thatParent as follows: (a) The Except as set forth in Section 9.01 of the Disclosure Schedule, the Company and each of its Subsidiaries has timely filed (or has had timely filed on its behalf) with the appropriate Tax Authorities all Tax Returns that it has been required to file. All be filed by the Company and each of its Subsidiaries, and such Tax Returns were correct are true, correct, and complete in all material respects. All Taxes owed by the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written claim has been made by any Tax Authority in a jurisdiction where the Company does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction. There are no Liens on any of the Properties of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens for Taxes not yet due. (b) The Company and each of its Subsidiaries has timely withheld and paid to paid, or where payment is not yet due, has established an adequate accrual in accordance with GAAP for the appropriate Tax Authority payment of, all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Seller or any employee, independent contractor, creditor, manager, member or other third partyfor all periods ending through the date hereof. (c) There is are no dispute Liens for Taxes upon any property or claim concerning any Tax liability assets of the Company either claimed or raised by any Tax Authority. No issue relating to of its Subsidiaries, except for liens for Taxes has not yet due and for which adequate reserves have been raised established in writing by a Tax Authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a Tax Authority in any completed audit or examination, that would reasonably be expected to have any adverse Tax effect on the Company or Buyer after the Closing. The Company has delivered to Buyer correct and complete copies of all income Tax Returns and other Tax Returns filed by or accordance with respect to the Company, and all examination reports and statements of deficiencies received by the Company from a Tax Authority or assessed against or agreed to by the Company, all with respect to Tax periods beginning on or after January 1, 2016GAAP. (d) The Company has not waived No federal, state, local or foreign Audits are presently pending with regard to any statute of limitations in respect of Taxes or agreed Tax Returns of the Company and its Subsidiaries and to any extension the knowledge of time with respect to a Tax assessment or deficiencythe Company, no such Audit is threatened. (e) The unpaid Taxes Except as set forth in Section 9.01(e) of the Disclosure Schedule, the Tax Returns of the Company and each of its Subsidiaries have not been examined by the applicable Tax Authority (i) did notor the applicable statutes of limitation for the assessment of Taxes for such periods have expired), and for any year that a Tax Return was examined, no material adjustments were asserted as a result of the most recent fiscal month endsuch examination which have not been resolved and fully paid, exceed the reserve for and no issue has been raised by any Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than Authority in any notes thereto) 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 Audit of the Company or any of its Subsidiaries that, if raised with respect to any other period not so audited, could be expected to result in filing its Tax Returnsa proposed deficiency for any such period not so audited. (f) The There are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against the Company is notor any of its Subsidiaries, nor has it ever been, a party and no power of attorney granted by the Company or any of its Subsidiaries with respect to any joint venture, partnership or other arrangement or Contract that could be treated as a partnership for federal income tax purposes, other than the Organizational Documents. The Company does not own, nor has it ever owned, any equity interest Taxes is currently in any entityforce. (g) All material elections currently in effect with respect to Taxes affecting Neither the Company are disclosed nor any of its Subsidiaries is a party to any agreement providing for the allocation, indemnification, or attached to a Tax Return sharing of the Company that has been disclosed to BuyerTaxes. (h) All private letter rulings issued by the IRS to Neither the Company and all closing agreements nor any of its Subsidiaries has been a member of any "affiliated group" (as described defined in Section 7121 section 1504(a) of the Code (Code) and any corresponding ruling or determination of, or any agreement with, any state, local or foreign Tax Authority) have been disclosed in Schedule 7.1, and there are no pending requests is not subject to Treas. Reg. 1. 1502-6 for any such rulings (or corresponding determinations or agreement)period. (i) The Neither the Company will not be required to include nor any material items of income in, its Subsidiaries is or exclude any material items of deduction from, taxable income for any taxable period has been a U.S. real property holding company (or portion thereof) ending after the Closing Date as a result of (i) any change defined in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(c897(c)(2) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (iiCode) any “closing agreement” as described during the applicable period specified in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (iii) any installment sale or open transaction made on or prior to the Closing Date; (iv) any prepaid amount received on or prior to the Closing Date; (v) the cash basis method of accounting or percentage of completion method of accounting; or (vi) an election under Section 108(i897(c)(1)(A)(ii) of the Code. (j) There are no Tax sharing or allocation agreements or similar written arrangements (including indemnity arrangements) with respect to or involving the Company, and, after the Closing Date, the Company will not be bound by any such Tax sharing or allocation agreements or similar arrangements entered into prior to the Closing or have any liability thereunder. (k) The Company does not have any liability for the Taxes of any Person as a transferee or successor, by Contract, or otherwise. (l) The Company does not have and has not at any time had a permanent establishment in any foreign country. The Company does not engage, and has not ever engaged, in a trade or business in any foreign country. (m) The Company has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 301.6011-4(b). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, then it believes that it has either (i) substantial authority for the tax treatment of such transaction or (ii) disclosed on its Tax Returns the relevant facts affecting the tax treatment of such transaction. (n) The Company is and always has been properly classified as a partnership for federal, state and local income Tax purposes. (o) None of (i) the goodwill, (ii) the going concern value or (iii) the other intangible assets of the Company that would not be depreciable or amortizable but for Section 197 of the Code was held or used on or before August 10, 1993 by the Company, any Seller or any Person who will be related to Buyer, within the meaning of Section 197(f)(9)(C) of the Code, on and after the Closing.

Representations and Obligations Regarding Taxes. Sellers, The Stockholder and the Company jointly and severallyseverally represents and warrants to and agrees with GenuTec, hereby represent and warrant to Buyer thatas follows: (a) The Except as otherwise set forth on Schedule 9.1(a) hereto: (i) the Company and the Stockholder has timely filed all Tax Returns that it has been or he was required to file. All ; (ii) all such Tax Returns were correct and complete in all material respects. All ; (iii) all Taxes owed by the Stockholder and/or the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. The paid in full; (iv) neither the Stockholder nor the Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written ; (v) no claim has ever been made by any Tax Authority a taxing authority in a jurisdiction where the Company or the Stockholder does not file Tax Returns that such entity it is or may be subject to taxation by that jurisdiction. There ; and (vi) there are no Liens liens on any of the Properties assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens liens for Taxes not yet due. (b) The Company has timely withheld and paid to the appropriate Tax Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Seller or any employee, independent contractor, creditor, manager, member stockholder or other third party. (c) No director or officer (or employee responsible for Tax matters) of the Company expects any taxing authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax liability of the Company either (i) claimed or raised by any taxing authority in writing or (ii) as to which any of the directors or officers (or employees responsible for Tax Authoritymatters) of the Company has actual knowledge (after reasonable investigation) based upon personal contact with any agent of such taxing authority. No Schedule 9.1(c) lists all Federal, state, local and foreign income Tax Returns filed with respect to the Company for taxable periods ended on or after December 31, 2002, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of audit or in respect of which any written or unwritten notice of any audit or examination has been received by the Company. Except as set forth on Schedule 8.1(c), no issue relating to Taxes has been raised in writing by a Tax Authority taxing authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a Tax Authority taxing authority in any completed audit or examination, that would reasonably can be expected to have any adverse Tax effect on the Company or Buyer after the Closingrecur in a later taxable period. The Company has delivered to Buyer GenuTec correct and complete copies of all Federal income Tax Returns and other Tax Returns filed by or with respect to the CompanyReturns, and all examination reports and statements of deficiencies received by the Company from a Tax Authority or assessed against or agreed to by the CompanyCompany since December 31, all with respect to Tax periods beginning on or after January 1, 20162002. (d) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (e) The Company has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. The Company has not made any payments, is not obligated to make any payments and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under section 280G of the Code. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company has disclosed on its Federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of Federal income Tax within the meaning of Section 6662 of the Code. The Company is not a party to any Tax allocation or sharing agreement. The Company (i) has not been a member of an Affiliated Group filing a consolidated Federal income Tax Return and (ii) has no liability for the Taxes of any Person under Treasury regulation section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (f) Schedule 9.1(f) sets forth the following information with respect to the Company as of the most recent practicable date (as well as on an estimated pro forma basis as of the Closing giving effect to the consummation of the transactions contemplated hereby): (i) the basis of the Company in its assets; and (ii) the amount of any net operating loss, net operating loss carryover, net capital loss, net capital loss carryover, Tax credit, Tax credit carryover or excess charitable contribution of the Company. (g) The unpaid Taxes of the Stockholder or the Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (other rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) 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 of the Company in filing its Tax Returns. (fh) The Company shall not be required to include in a taxable period ending after the Closing Date taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code or any comparable provision of state, local or foreign tax law. (i) Except as set forth on Schedule 9.1(i), the Company is not, nor has it ever been, not a party to any joint venture, partnership or other arrangement or Contract contract that could be treated as a partnership for federal Federal income tax purposes, other than the Organizational Documents. The Company does not own, nor has it ever owned, any equity interest in any entity. (gj) Except as set forth on Schedule 9.1(j), the Company has not entered into any sale leaseback or leveraged lease transaction that fails to satisfy the requirements of Revenue Procedure 75-21 (or similar provisions of foreign law) or any safe harbor lease transaction. (k) The Company has never been an S corporation (within the meaning of Section 1361(a)(1) of the Code). (l) All material elections currently in effect with respect to Taxes affecting the Company are disclosed or attached to a Tax Return of the Company that has been disclosed to BuyerCompany. (hm) All private letter rulings issued by the IRS Internal Revenue Service to the Company and all closing agreements as described in Section 7121 of the Code (and any corresponding ruling or determination of, or any agreement with, of any state, local or foreign Tax Authoritytaxing authority) have been disclosed in on Schedule 7.19.1(m), and there are no pending requests for any such rulings (or corresponding determinations or agreementdeterminations). (in) The Stockholder and the Company will not be required shall grant to include any material items GenuTec or its designees access at all reasonable times to all of income inthe Stockholder’s and the Company’s books and records (including tax workpapers and returns and correspondence with tax authorities), or exclude any material items of deduction fromincluding the right to take extracts therefrom and make copies thereof, to the extent such books and records relate to taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting for a taxable period periods ending on or prior to or that include the Closing Date. GenuTec shall (i) grant to Stockholder access at all reasonable times to all of the Company’s books and records (including tax workpapers and returns and correspondence with tax authorities), including the right to take extracts therefrom and make copies thereof, to the extent that such books and records relate to the operations of the Company during taxable periods ending on or prior to or that include the Closing Date, and (ii) otherwise cooperate with Stockholder in connection with any audit of Taxes that relate to the business of the Company prior to Closing. (o) The transfer of the Subject Shares to GenuTec pursuant to the terms of this Agreement will not result in any Tax liability to the Company or result in a reduction of the amount of any net operating loss, net operating loss carryover, net capital loss, net capital loss carryover, Tax credit, Tax credit carryover, excess charitable contribution or basis of property that otherwise would be available to the Company by reason or as a result of deferred intercompany transactions, excess loss accounts, or otherwise. (p) Neither the Stockholder nor the Company has taken or will take any action that could result in a deemed election under section 338 of the Code with respect to GenuTec’s purchase of the Subject Shares. (q) GenuTec shall be responsible for preparing and filing, or causing the Company to prepare and file, all Tax Returns of the Company required to be filed after the Closing Date. The Stockholder shall pay to GenuTec within five (5) days after the date on which Taxes are paid with respect to periods beginning before the Closing Date under and ending on or after the Closing Date an amount equal to the portion of those Taxes that relates to the portion of the taxable period ending on the Closing Date. For purposes of this Agreement, in the case of any period that begins before the Closing Date and ends after the Closing Date, any tax based directly or indirectly on gross or net income or receipts or imposed in respect of specific transactions, and any credits available with respect to any Tax, shall be allocated by assuming that the taxable period ended on the Closing Date, and any other tax shall be allocated based on the number of days in the taxable period ending on the Closing Date divided by the total number of days in the taxable period. (r) As used in this Agreement, “Affiliated Group” means any affiliated group within the meaning of Section 481(c1504(a) of the Code (or any corresponding or similar group defined under a similar provision of state, local or foreign income Tax law); (ii) “Code” means the Internal Revenue Code of 1986, as amended; “Company” means the Company, SBN and/or any “closing agreement” as described in Section 7121 other corporation that at any time has been a subsidiary or Affiliate of the Code Company in connection with the voice messaging business; “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any corresponding department, agency or similar provision of political subdivision thereof); “Tax” means any Federal, state, local or foreign income Tax law); income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (iii) any installment sale or open transaction made on or prior to the Closing Date; (iv) any prepaid amount received on or prior to the Closing Date; (v) the cash basis method of accounting or percentage of completion method of accounting; or (vi) an election including taxes under Section 108(i) 59A of the Code. ), customs duties, capital stock, franchise, profits, withholding, social security (j) There are no Tax sharing or allocation agreements similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or similar written arrangements (including indemnity arrangements) with respect to add-on minimum, estimated or involving the Company, and, after the Closing Date, the Company will not be bound by any such Tax sharing or allocation agreements or similar arrangements entered into prior to the Closing or have any liability thereunder. (k) The Company does not have any liability for the Taxes other tax of any Person as a transferee kind whatsoever, including any interest, penalty or successoraddition thereto, by Contract, whether disputed or otherwise. (l) The Company does not have and has not at any time had a permanent establishment in any foreign country. The Company does not engagenot, and has not ever engaged, in a trade “Taxes” means any or business in any foreign country. (m) The Company has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 301.6011-4(b). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 all of the Codeforegoing collectively; and “Tax Return” means any return, then it believes that it has either (i) substantial authority declaration, report, claim for the tax treatment of such transaction refund or (ii) disclosed on its Tax Returns the relevant facts affecting the tax treatment of such transactioninformation return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof. (n) The Company is and always has been properly classified as a partnership for federal, state and local income Tax purposes. (o) None of (i) the goodwill, (ii) the going concern value or (iii) the other intangible assets of the Company that would not be depreciable or amortizable but for Section 197 of the Code was held or used on or before August 10, 1993 by the Company, any Seller or any Person who will be related to Buyer, within the meaning of Section 197(f)(9)(C) of the Code, on and after the Closing.

Representations and Obligations Regarding Taxes. Sellers, The Company and the Shareholders jointly and severally, hereby severally represent and warrant to and agree with the Buyer thatas follows: (a) The Company has timely filed all Tax Returns that it has been was required to file. All such Tax Returns were correct and complete in all material respects. All Taxes owed by the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written To the Knowledge of the Company no claim has ever been made proposed or threatened by any Tax Authority a taxing authority in a jurisdiction where the Company does not file Tax Returns that such entity it is or may be subject to taxation by that jurisdiction. There are no Liens liens on any of the Properties assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens liens for Taxes not yet due. (b) The Company has timely withheld and paid to the appropriate Tax Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Seller or any employee, independent contractor, creditor, manager, member stockholder or other third party. (c) There is no dispute or claim concerning any Tax liability of the Company either claimed or raised by any taxing authority in writing. Schedule 8.1(c) lists all Federal, state, local and foreign income Tax AuthorityReturns filed with respect to the Company for the taxable period commenced on January 1, 2003 and ended on December 31, 2003, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of audit or in respect of which any written or unwritten notice of any audit or examination has been received by the Company. No Except as set forth on Schedule 8.1(c), no issue relating to Taxes has been raised in writing by a Tax Authority taxing authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a Tax Authority taxing authority in any completed audit or examination, that would reasonably can be expected to have any adverse Tax effect on the Company or Buyer after the Closingrecur in a later taxable period. The Company has delivered provided Buyer with access to Buyer correct and complete copies of all income Tax Returns and other Tax Returns filed by or with respect to the CompanyReturns, and all examination reports and statements of deficiencies received by the Company from a Tax Authority or assessed against or agreed to by the Company, all with respect to Tax periods beginning Company for the taxable period commenced on or after January 1, 20162003 and ended on December 31, 2003, and for which the statute of limitations has not yet expired. (d) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (e) The Company has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. The Company has not made any payments, is not obligated to make any payments and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under section 280G of the Code. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company has disclosed on its Federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of Federal income Tax within the meaning of Section 6662 of the Code. The Company is not a party to any Tax allocation or sharing agreement. The Company (i) has not been a member of an Affiliated Group filing a consolidated Federal income Tax Return and (ii) has no liability for the Taxes of any Person under Treasury regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (f) Schedule 8.1(f) sets forth the following information with respect to the Company as of the most recent practicable date (as well as on an estimated pro forma basis as of the Closing giving effect to the consummation of the transactions contemplated hereby): (i) the basis of the Company in its assets; and (ii) the amount of any net operating loss, net operating loss carryover, net capital loss, net capital loss carryover, Tax credit, Tax credit carryover or excess charitable contribution of the Company. (g) The unpaid Taxes of the Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (other rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) 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 of the Company in filing its Tax Returns. (fh) The Company is not, nor has it ever been, shall not be required to include in a party taxable period ending after the Closing Date taxable income attributable to income that accrued in a prior taxable period but was not recognized in any joint venture, partnership or other arrangement or Contract that could be treated prior taxable period as a partnership for federal income result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code or any comparable provision of state, local or foreign tax purposes, other than the Organizational Documents. The Company does not own, nor has it ever owned, any equity interest in any entitylaw. (gi) The Company has never been an S corporation (within the meaning of Section 1361(a)(1) of the Code). (j) All material elections currently in effect with respect to Taxes affecting the Company are disclosed on Schedule 8.1(j) or attached to a Tax Return of the Company that has been disclosed to BuyerCompany. (hk) All private letter rulings issued by the IRS Internal Revenue Service to the Company and all closing agreements as described in Section 7121 of the Code (and any corresponding ruling or determination of, or any agreement with, of any state, local or foreign Tax Authoritytaxing authority) have been disclosed in on Schedule 7.18.1(k), and there are no pending requests for any such rulings (or corresponding determinations or agreementdeterminations). (il) The Company will not be required shall grant to include any material items Buyer or its designees access at all reasonable times to all of income inthe Company’s books and records (including tax work papers and returns and correspondence with tax authorities), or exclude any material items of deduction fromincluding the right to take extracts therefrom and make copies thereof, to the extent such books and records relate to taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting for a taxable period periods ending on or prior to or that include the Closing Date. Buyer shall (i) grant to Shareholders access at all reasonable times to all of the Company’s books and records (including tax work papers and returns and correspondence with tax authorities), including the right to take extracts therefrom and make copies thereof, to the extent that such books and records relate to the operations of the Company during taxable periods ending on or prior to or that include the Closing Date, and (ii) otherwise cooperate with Shareholders in connection with any audit of Taxes that relate to the business of the Company prior to Closing. (m) Buyer shall be responsible for preparing and filing, or causing the Company to prepare and file, all Tax Returns of the Company required to be filed after the Closing Date; provided, however, with respect to any Tax Returns relating to periods prior to the Closing Date, the Shareholders shall have the right to review and consent (which consent shall not be unreasonably withheld; provided such consent shall be given or withheld in writing at least two (2) business days prior to the filing date and if such written notice is not given the Shareholders shall be deemed to have consented) to such filings. Buyer shall provide to the Shareholders copies of such Tax Returns for their review at least twenty (20) days before the due date of any such Tax Returns. For purposes of this Agreement, in the case of any period that begins before the Closing Date and ends after the Closing Date, any tax based directly or indirectly on gross or net income or receipts or imposed in respect of specific transactions, and any credits available with respect to any Tax, shall be allocated by assuming that the taxable period ended on the Closing Date, and any other tax shall be allocated based on the number of days in the taxable period ending on the Closing Date divided by the total number of days in the taxable period. (n) The transaction contemplated herein, either by itself or in conjuction with any other transaction that the Company may have entered into or agreed to, will not give rise to any federal income tax liability under Section 481(c355(e) of the Code for which the Company may in any way be held liable, whether directly, by claim for indemnification, or otherwise. (o) Neither the Company nor any of its Subsidiaries has participated in or cooperated with an international boycott within the meaning of Section 999 of the Code or has been requested to do so in connection with any transaction or proposed transaction. (p) The unpaid Taxes of the Company and its Subsidiaries (A) did not, as of the most recent fiscal month end prior to the date hereof, exceed the reserve for Tax Liability (not including any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (other than in any notes thereto) that has been made available to Buyer and (B) will not, as of the Closing Date, exceed the aggregate accruals for Tax liabilities set forth (1) in the Company Financial Statements and (2) on Schedule 8.1(p) which shall be delivered by the Company to Buyer not later than three business days prior to the date of the Effective Time, which accruals shall cover the period from the date of the Company Financial Statements through the date of the Effective Time and shall be made in the ordinary course of the Company’s business consistent with past practices. (q) Except as set forth on Schedule 8.1(q), the Company has not taken a Federal income tax return position that the Company is a party to any partnership for Federal Income tax purposes. (r) The Company has not entered into any sale leaseback or leveraged lease transaction that fails to satisfy the requirements of Revenue Procedure 75-21 (or similar procedures or provisions) or any corresponding safe harbor lease transaction. (s) As used in this Agreement, “Affiliated Group” means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign income Tax law); (ii) “Code” has the meaning set forth in the Recitals of this Agreement; “Company” means the Company and/or any “closing agreement” as described in Section 7121 corporation that at any time has been a subsidiary of the Code Company; “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any corresponding department, agency or similar provision of political subdivision thereof); “Tax” means any Federal, state, local or foreign income Tax law); income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (iii) any installment sale or open transaction made on or prior to the Closing Date; (iv) any prepaid amount received on or prior to the Closing Date; (v) the cash basis method of accounting or percentage of completion method of accounting; or (vi) an election including taxes under Section 108(i) 59A of the Code. ), customs duties, capital stock, franchise, profits, withholding, social security (j) There are no Tax sharing or allocation agreements or similar written arrangements (including indemnity arrangements) with respect to or involving the Companysimilar), andunemployment, after the Closing Datedisability, the Company will not be bound by any such Tax sharing or allocation agreements or similar arrangements entered into prior to the Closing or have any liability thereunder. (k) The Company does not have any liability for the Taxes of any Person as a transferee or successorreal property, by Contractpersonal property, or otherwise. (l) The Company does not have and has not at any time had a permanent establishment in any foreign country. The Company does not engagesales, and has not ever engaged, in a trade or business in any foreign country. (m) The Company has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 301.6011-4(b). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, then it believes that it has either (i) substantial authority for the tax treatment of such transaction or (ii) disclosed on its Tax Returns the relevant facts affecting the tax treatment of such transaction. (n) The Company is and always has been properly classified as a partnership for federal, state and local income Tax purposes. (o) None of (i) the goodwill, (ii) the going concern value or (iii) the other intangible assets of the Company that would not be depreciable or amortizable but for Section 197 of the Code was held or used on or before August 10, 1993 by the Company, any Seller or any Person who will be related to Buyer, within the meaning of Section 197(f)(9)(C) of the Code, on and after the Closing.use,

Representations and Obligations Regarding Taxes. Sellers, The Sellers jointly and severally, hereby severally represent and warrant to and agree with Buyer that:as follows, in each case except to the extent set forth on the relevant Companies’ Disclosure Schedules (for purposes of this Section 10, the “Companies” includes the Companies and/or any entity that at any time has been a subsidiary of either Company, and either of the Companies may be referred to individually as a “Company”): 10.1.1 Except as set forth on Schedule 10.1.1: (aA) The each Company has duly and timely filed all Tax Returns that it has been was required to file. All ; (B) all such Tax Returns were true, correct and complete in all material respects. All respects and all Taxes owed by the such Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. The ; (C) neither Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written ; (D) each Company has maintained adequate provision for Taxes (excluding amounts deferred to take into account timing differences between book and tax) payable by such Company as of the Closing Date; (E) no claim has ever been made by any Tax a Governmental Authority in a jurisdiction where the a Company does not currently file Tax Returns that such entity Company is or may be subject to taxation by that jurisdiction. There ; and (F) there are no Liens on any of the Properties assets of the either Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens for Taxes not yet due. 10.1.2 Except as set forth on Schedule 10.1.2, there is no material dispute or claim concerning any Tax Liability of either Company either (bA) The claimed or raised by any authority in writing or (B) to the Sellers’ Knowledge based upon personal contact with any agent of such authority. Except as set forth on Schedule 10.1.2, neither Company has timely withheld received from any Governmental Authority any written notice of proposed adjustment, deficiency, underpayment of Taxes or any other such notice which has not been satisfied by payment or been withdrawn, and paid to the appropriate Tax Authority all Taxes required to no claims have been withheld and paid in connection with amounts paid or owing asserted relating to any Seller or any employee, independent contractor, creditor, manager, member or other third party. (c) such Taxes against either Company. There is no dispute or claim concerning any Tax liability of the either Company either claimed or raised by any Governmental Authority in writing. 10.1.3 Except as set forth on Schedule 10.1.3, no Tax Authority. No issue relating to Taxes Return has been raised in writing by a Tax Authority during any pending audit audited, or examination, and no issue relating to Taxes was raised in writing by a Tax Authority in any completed audit or examination, that would reasonably be expected to have any adverse Tax effect on is currently the Company or Buyer after the Closingsubject of audit. The Each Company has delivered to Buyer made available in the Data Room correct and complete copies of all income federal and foreign Tax Returns and other Tax Returns filed by or with respect to the CompanyReturns, and all examination reports reports, and statements of deficiencies received by the Company from a Tax Authority or assessed against against, or agreed to by the Company, all with respect to Tax periods beginning on or after January 1, 2016. (d) The such Company since its formation. Neither Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a any Tax assessment or deficiency. (e) The unpaid Taxes of the Company (i) did not, 10.1.4 Except as of the most recent fiscal month end, exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) 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 of the Company in filing its Tax Returns. (f) The Schedule 10.1.4, neither Company is not, nor has it ever been, a party to any joint venture, partnership or other arrangement or Contract contract that could be treated as a partnership for Federal income tax purposes. Neither Company has entered into any sale leaseback or leveraged lease transaction that fails to satisfy the requirements of Revenue Procedure 2001-28 (or similar provisions of foreign Law) or any safe harbor lease transaction. Neither Company has acquired nor does it own any assets that directly or indirectly secure any debt the interest on which is tax exempt under Section 103 of the Code. 10.1.5 Each Company has been since its formation an eligible entity as defined in Section 301.7701-3(a) of the Treasury Regulations, has been treated as a partnership for federal income tax purposes and has not elected to be taxed as an association for federal, state or local income tax purposes, other than the Organizational Documents. The Company does not own, nor has it ever owned, any equity interest in any entity. (g) All material elections currently in effect with respect to Taxes affecting the 10.1.6 Except as set forth on Schedule 10.1.6, neither Company are disclosed or attached to a Tax Return of the Company that has been disclosed to Buyer. (h) All private letter rulings issued by the IRS to the Company and all closing agreements as described in Section 7121 of the Code (and any corresponding ruling or determination of, or any agreement with, any state, local or foreign Tax Authority) have been disclosed in Schedule 7.1, and there are no pending requests for any such rulings (or corresponding determinations or agreement). (i) The Company will not shall be required to include any material items of income in, or exclude any material items of deduction from, taxable income for any in a taxable period (or portion thereof) ending after the Closing Date taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of (i) any change in the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(c) 481 of the Code (or any corresponding or similar comparable provision of state, local local, or foreign income Tax law); (ii) any tax law or a “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (iii) any installment sale or open transaction made on or prior to the Closing Date; (iv) any prepaid amount received on or prior to the Closing Date; (v) the cash basis method of accounting or percentage of completion method of accounting; or (vi) an election under Section 108(i) of the Code. (j) There are no Tax sharing or allocation agreements or similar written arrangements (including indemnity arrangements) with respect to or involving the Company, and, after the Closing Date, the 10.1.7 Neither Company will not be bound by any such Tax sharing or allocation agreements or similar arrangements entered into prior to the Closing or have any liability thereunder. (k) The Company does not have any liability for the Taxes of any Person as a transferee or successor, by Contract, or otherwise. (l) The Company does not have and has not at any time had a permanent establishment engaged in any foreign country. The Company does not engage, and has not ever engaged, in a trade or business in any foreign country. (m) The Company has not entered into any transaction identified as a “reportable transaction” for purposes as defined in Section 1.6011-4 of the Treasury Regulations. 10.1.8 Neither Company has received from any Governmental Authority any written notice of proposed adjustment, deficiency, underpayment of Taxes or any other such notice which has not been satisfied by payment or been withdrawn, and no claims have been asserted relating to such Taxes against either Company. 10.1.9 Except as set forth on Schedule 10.1.9, each Company and PPL has withheld and paid all Taxes required to have been withheld and to be paid prior to Closing in connection with amounts, allocable, paid or owing to any employee, independent contractor, creditor, member, partner or other third party. Neither Company has a non-accountable expense reimbursement arrangement within the meaning of Treasury Regulations Sections 301.6011Regulation Section 1.62-4(b2(c). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute . 10.1.10 No Seller is a substantial understatement of federal income tax foreign person within the meaning of Section 6662 1445 of the Code, then it believes that it has either (i) substantial authority for the tax treatment of such transaction or (ii) disclosed on its Tax Returns the relevant facts affecting the tax treatment of such transaction. (n) The Company is and always has been properly classified as a partnership for federal, state and local income Tax purposes. (o) None of (i) the goodwill, (ii) the going concern value or (iii) the other intangible assets of the Company that would not be depreciable or amortizable but for Section 197 of the Code was held or used on or before August 10, 1993 by the Company, any Seller or any Person who will be related to Buyer, within the meaning of Section 197(f)(9)(C) of the Code, on and after the Closing.

Representations and Obligations Regarding Taxes. Sellers, The Company and the Shareholders jointly and severally, hereby severally represent and warrant to and agree with the Buyer thatas follows: (a) The Company has timely filed all Tax Returns that it has been was required to file. All such Tax Returns were correct and complete in all material respects. All Taxes owed by the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written claim has ever been made by any Tax Authority a taxing authority in a jurisdiction where the Company does not file Tax Returns that such entity it is or may be subject to taxation by that jurisdiction. There are no Liens liens on any of the Properties assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens liens for Taxes not yet due. (b) The No director or officer (or employee responsible for Tax matters) of the Company has timely withheld and paid expects any taxing authority to the appropriate assess any additional Taxes for any period for which Tax Authority all Taxes required to Returns have been withheld and paid in connection with amounts paid or owing to any Seller or any employee, independent contractor, creditor, manager, member or other third party. (c) filed. There is no dispute or claim concerning any Tax liability of the Company either (i) claimed or raised by any taxing authority in writing or (ii) as to which any of the directors or officers (or employees responsible for Tax Authoritymatters) of the Company has actual knowledge (after reasonable investigation) based upon personal contact with any agent of such taxing authority. No Schedule 8.1(b) lists all Federal, state, local and foreign income Tax Returns filed with respect to the Company for taxable periods ended on or after December 31, 1998. Except as set forth on Schedule 8.1(b), no issue relating to Taxes has been raised in writing by a Tax Authority taxing authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a Tax Authority taxing authority in any completed audit or examination, that would reasonably can be expected to have any adverse Tax effect on the Company or Buyer after the Closing. The Company has delivered to Buyer correct and complete copies of all income Tax Returns and other Tax Returns filed by or with respect to the Company, and all examination reports and statements of deficiencies received by the Company from recur in a Tax Authority or assessed against or agreed to by the Company, all with respect to Tax periods beginning on or after January 1, 2016later taxable period. (dc) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (d) The Company has not made any payments, is not obligated to make any payments and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under section 280G of the Code. The Company is not a party to any Tax allocation or sharing agreement. The Company has no liability for the Taxes of any Person under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (e) The unpaid Taxes of the Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (other rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) 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 of the Company in filing its Tax Returns. (f) The Company is not, nor has it ever been, not a party to any joint venture, partnership or other arrangement or Contract contract that could be treated as a partnership for federal Federal income tax purposes, other than the Organizational Documents. The Company does not own, nor has it ever owned, any equity interest in any entity. (g) The Company has not entered into any sale leaseback or leveraged lease transaction that fails to satisfy the requirements of Revenue Procedure 75-21 (or similar provisions of foreign law) or any safe harbor lease transaction. (h) All material elections currently in effect with respect to Taxes affecting the Company are disclosed or attached to a Tax Return of the Company that has been disclosed to BuyerCompany. (hi) All private letter rulings issued by the IRS Internal Revenue Service to the Company and all closing agreements as described in Section 7121 of the Code (and any corresponding ruling or determination of, or any agreement with, of any state, local or foreign Tax Authoritytaxing authority) have been disclosed in on Schedule 7.18.1(i), and there are no pending requests for any such rulings (or corresponding determinations or agreementdeterminations). (ij) The Company will not be required shall grant to include any material items Buyer or its designees access at all reasonable times to all of income inthe Company's books and records (including tax workpapers and returns and correspondence with tax authorities), or exclude any material items of deduction fromincluding the right to take extracts therefrom and make copies thereof, to the extent such books and records relate to taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting for a taxable period periods ending on or prior to or that include the Closing Date. (k) Buyer shall be responsible for preparing and filing, or causing the Company to prepare and file, all Tax Returns of the Company required to be filed after the Closing Date under (other than income tax returns). Seller shall pay to Buyer within five (5) days after the date on which Taxes (other than income taxes) are paid with respect to periods beginning before the Closing Date and ending on or after the Closing Date an amount equal to the portion of those Taxes that relates to the portion of the taxable period ending on the Closing Date. For purposes of this Agreement, in the case of any period that begins before the Closing Date and ends after the Closing Date, any Tax based directly or indirectly on gross or net income or receipts or imposed in respect of specific transactions, and any credits available with respect to any Tax, shall be allocated by assuming that the taxable period ended on the Closing Date, and any other Tax shall be allocated based on the number of days in the taxable period ending on the Closing Date divided by the total number of days in the taxable period. (l) As used in this Agreement, "Affiliated Group" means any affiliated group within the meaning of Section 481(c1504(a) of the Code (or any corresponding or similar group defined under a similar provision of state, local or foreign income Tax law); (ii) "Code" means the Internal Revenue Code of 1986, as amended; "Company" means the Company and/or any “closing agreement” as described in Section 7121 corporation that at any time has been a subsidiary of the Code Company; "Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any corresponding department, agency or similar provision of political subdivision thereof); "Tax" means any Federal, state, local or foreign income Tax law); income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (iii) any installment sale or open transaction made on or prior to the Closing Date; (iv) any prepaid amount received on or prior to the Closing Date; (v) the cash basis method of accounting or percentage of completion method of accounting; or (vi) an election including taxes under Section 108(i) 59A of the Code. ), customs duties, capital stock, franchise, profits, withholding, social security (j) There are no Tax sharing or allocation agreements similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or similar written arrangements (including indemnity arrangements) with respect to add-on minimum, estimated or involving the Company, and, after the Closing Date, the Company will not be bound by any such Tax sharing or allocation agreements or similar arrangements entered into prior to the Closing or have any liability thereunder. (k) The Company does not have any liability for the Taxes other tax of any Person as a transferee kind whatsoever, including any interest, penalty or successoraddition thereto, by Contract, whether disputed or otherwise. (l) The Company does not have and has not at any time had a permanent establishment in any foreign country. The Company does not engagenot, and has not ever engaged, in a trade "Taxes" means any or business in any foreign country. (m) The Company has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 301.6011-4(b). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 all of the Codeforegoing collectively; and "Tax Return" means any return, then it believes that it has either (i) substantial authority declaration, report, claim for the tax treatment of such transaction refund or (ii) disclosed on its Tax Returns the relevant facts affecting the tax treatment of such transactioninformation return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof. (n) The Company is and always has been properly classified as a partnership for federal, state and local income Tax purposes. (o) None of (i) the goodwill, (ii) the going concern value or (iii) the other intangible assets of the Company that would not be depreciable or amortizable but for Section 197 of the Code was held or used on or before August 10, 1993 by the Company, any Seller or any Person who will be related to Buyer, within the meaning of Section 197(f)(9)(C) of the Code, on and after the Closing.

Representations and Obligations Regarding Taxes. Sellers, jointly The Seller and severally, hereby Seller Owner represent and warrant to and agree with Buyer that:as follows (for purposes of this Section 2.29, the “Company” includes any predecessor of the Company and/or any entity that at any time has been a Subsidiary of the Company): 2.29.1 Except as set forth on Schedule 2.29.1 (including for each disclosure, reference to the applicable subsection of this Section 2.29.1), (a) The the Company has duly and timely filed with the appropriate Tax authorities all material Tax Returns that it has been was required to file. All ; (b) all such Tax Returns were true, correct and complete in all material respects. All respects and all Taxes owed by of the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. The ; (c) the Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written ; (d) no claim has ever been made by any Tax a Governmental Authority in a jurisdiction where the Company does not currently file Tax Returns that such entity the Company is or may be subject to taxation by that jurisdiction. There ; and (f) there are no Liens Encumbrances on any of the Properties assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens Encumbrances for Taxes not yet due. (b) The Company has timely withheld and paid to the appropriate Tax Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Seller or any employee2.29.2 Except as set forth on Schedule 2.29.2, independent contractor, creditor, manager, member or other third party. (c) There there is no dispute or claim concerning any Tax liability Liability of the Company. Neither the Seller Owner nor the Company either claimed has received from any Governmental Authority any notice of proposed adjustment, deficiency, or raised by underpayment of Taxes or any Tax Authority. No issue relating other notice related to Taxes which has not been raised in writing satisfied by a Tax Authority during any pending audit payment or examinationbeen withdrawn, and no issue claims have been asserted relating to such Taxes was raised in writing by a against the Company. 2.29.3 Except as set forth on Schedule 2.29.3, no Tax Authority in any completed audit Return has been audited, or examination, that would reasonably be expected to have any adverse Tax effect on is currently the Company or Buyer after the Closingsubject of audit. The Company has delivered to Buyer Data Room contains correct and complete copies of all income Tax Returns and other Tax Returns filed by or with respect to of the Company’s federal, foreign, state and all local Tax Returns, examination reports reports, and statements of deficiencies received by the Company from a Tax Authority or assessed against against, or agreed to by Seller Owner or the Company, all with respect to Tax periods beginning on or after January 1, 2016. (d) Company since its formation. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a any Tax assessment or deficiency. (e) The unpaid Taxes of the Company (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than in any notes thereto) 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 of the Company in filing its Tax Returns. (f) The Company is not, nor has it ever been, a party to any joint venture, partnership or other arrangement or Contract that could be treated as a partnership for federal income tax purposes, other than the Organizational Documents. The Company does not own, nor has it ever owned, any equity interest in any entity. (g) All material elections currently in effect with respect to Taxes affecting the Company are disclosed or attached to a Tax Return of the Company that has been disclosed to Buyer. (h) All private letter rulings issued by the IRS Internal Revenue Service to the Company and all closing agreements as described in Section 7121 of the Code (and any corresponding ruling or determination of, or any agreement with, of any state, local or foreign Tax Authoritytaxing authority) have been disclosed in on Schedule 7.12.29.3, and there are no pending requests for any such rulings (or corresponding determinations or agreementdeterminations). 2.29.4 Except as set forth on Schedule 2.29.4, the Company is not a party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes. The Company has not entered into any sale leaseback or leveraged lease transaction that fails to satisfy the requirements of Revenue Procedure 2001-28 (or similar provisions of foreign Law) or any safe harbor lease transaction. The Company has not acquired nor does it own any assets that directly or indirectly secure any Debt the interest on which is Tax exempt under Section 103 of the Code. 2.29.5 The Company is not a party to any Tax allocation or sharing agreement. The Company has no liability for the Taxes of any Person under Treasury Regulation Section 1.1502.6 (or any similar provision of state, local or foreign Law), whether as a transferee or successor, by contract or otherwise. 2.29.6 The Seller is, and has been since its formation, an S corporation as defined in Sections 1361(a)(1) of the Code for federal and state income tax purposes and is eligible for such treatment. Except as set forth on Schedule 2.29.6, each Subsidiary of the Seller is a qualified subchapter S subsidiary (“QSub”) within the meaning of Section 1361(b)(3)(B) of the Code for federal and state income tax purposes and is eligible for such treatment. The Data Room contains a copy of (i) the Seller’s election to be treated as an S-corporation and (ii) with respect to each Subsidiary that is a QSub, a copy of the Seller’s election to treat such Subsidiary as a QSub, which elections were timely filed with the Internal Revenue Service and have not been superseded by any subsequent filing. The Company Internal Revenue Service has not sent any correspondence to Seller Owner or the Seller questioning the Seller’s status as an S corporation or any Subsidiary’s status as a QSub. The Seller will not be liable for any tax under Section 1374 of the Code. The Seller has not, in the five years prior to the Closing Date, (a) acquired assets from another corporation in which the Seller’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 any other property) in the hands of the transferor or (b) acquired the stock of a corporation that is currently classified as a QSUB, other than SRS. 2.29.7 Neither the Company nor Buyer will be required to (A) include any material items item of income in, or exclude any material items item of deduction from, taxable income for any taxable period (or portion thereofof any taxable period) ending after the Closing Balance Sheet Date as a result of any (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) any “closing agreement” agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income non-U.S. Tax lawLaw); (iiiii) any installment sale or open transaction made disposition occurring on or prior to the Closing Date; (iviii) any prepaid amount received on or prior to the Closing Date; (v) the cash basis method of accounting, hybrid cash and accrual basis method of accounting or percentage of completion method of accounting; or (viiv) an election under Section 108(i) of the Code. ; (jv) There are no Tax sharing prepaid amount or allocation agreements deferred revenue received on or prior to the Closing Date, (vi) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar written arrangements provision of Tax law) or (including indemnity arrangementsvii) with respect to any adjustment under Section 481(a) of the Code by reason of a change in accounting method or involving the Company, andotherwise for any taxable period (or portion thereof) or (B) pay, after the Closing Date, any Tax attributable to a Pre-Closing Period as a result of (i) the Company will not be bound by deferral of the payment of any such Tax sharing that, but for the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and/or any other federal, foreign, state or allocation agreements local legislation enacted in response to the coronavirus pandemic (collectively, the “Coronavirus Legislation”), would have been due on or similar arrangements entered into prior to the Closing Date or (ii) the advance on or prior to the Closing Date of any credit with respect to Taxes that, but for the Coronavirus Legislation, would not have any liability thereunderbeen available on or prior to the Closing Date, including, but not limited to, the delay of payment of employment Taxes under Section 2302 of the CARES Act and the advance refunding of credits under Section 3606 of the CARES Act. (k) 2.29.8 The Company does has not have any liability for distributed the Taxes stock of any Person corporation in a transaction satisfying the requirements of Section 355 of the Code within the last five (5) years, and no Equity Securities of the Company have been distributed in a transaction satisfying the requirements of Section 355 of the Code within the last five (5) years. 2.29.9 No taxing authority is asserting or, to the Seller or Seller Owner’s Knowledge, threatening to assert a claim against the Company under or as a transferee result of Section 482 of the Code or successorany similar provision of any foreign, by Contractstate or local Tax law. All related party transactions involving the Company have been conducted at arm’s length in compliance with Code Section 482 and the Treasury Regulations promulgated thereunder and any comparable provisions of any other state, or otherwise. (l) The Company does not have local and has not at any time had a permanent establishment in any foreign countrynon-U.S. Tax law. The Company does not engagehas maintained documentation (including any applicable transfer pricing studies) in connection with such related party transactions in accordance with Code Sections 482 and 6662 and the Treasury Regulations promulgated thereunder and any comparable provisions of any other state, local and non-U.S. Tax law. 2.29.10 The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts allocable, paid or owing to any employee, independent contractor, creditor, member, partner, shareholder, vendor or other third party with respect to the Company, and all Forms W-2 and 1099 required with respect thereto have been properly completed in all material respects and timely filed and issued. The Company has not ever engaged, in had a trade or business in any foreign countrynon-accountable expense reimbursement arrangement within the meaning of Treasury Regulations Section 1.62-2(c). (m) 2.29.11 Seller is not a foreign person within the meaning of Section 1445 of the Code. 2.29.12 The Company has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 301.60111.6011-4(b). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, then it believes that it has either (i) substantial authority for the tax treatment of such transaction or (ii) disclosed on its Tax Returns Return the relevant facts affecting the tax treatment of such transaction. (n) 2.29.13 The Company is and always has been properly classified not a stockholder of a “controlled foreign corporation” as a partnership for federal, state and local income Tax purposes. (o) None of (i) the goodwill, (ii) the going concern value or (iii) the other intangible assets of the Company that would not be depreciable or amortizable but for defined in Section 197 957 of the Code was held or used on or before August 10, 1993 by the Company, any Seller (or any Person who will be related to Buyersimilar provision of state, local or foreign Law) and is not a stockholder in a “passive foreign investment company” within the meaning of Section 197(f)(9)(C) 1297 of the Code. The Company has not engaged in any trade or business through a permanent establishment in any country other than the United States (within the meaning of an applicable Tax treaty or convention between the United States and such non-U.S. country), or otherwise been subject to income taxation on a net basis or subject to any non-U.S. goods and after services Tax or non-U.S. value added Tax in any country other than the ClosingUnited States. 2.29.14 There is no contract, agreement, plan or arrangement covering any employee or former employee or independent contractor or former independent contractor of the Company that, individually or collectively, would reasonably be expected to give rise to the payment by the Company of any amount that would not be deductible by reason of Section 162(m) or Section 280G of the Code.

Representations and Obligations Regarding Taxes. Sellers, jointly The Company represents and severally, hereby represent warrants to and warrant to agrees with the Buyer that, except as set forth on Schedule 8.1: (a) The Company has timely filed all Tax Returns that it has been was required to file, taking into account any extension of time granted or obtained on behalf of the Company. All such Tax Returns were correct and complete in all material respects. All Taxes owed that are required to have been paid by the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written claim The Company has been made by not received notice from any Tax Authority taxing authority in a jurisdiction where the Company does not file Tax Returns that such entity it is or may be subject to taxation by that jurisdiction. There are no Liens liens on any of the Properties assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens liens for Taxes not yet due. (b) The Company has timely withheld and paid to the appropriate Tax Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Seller or any employee, independent contractor, creditor, manager, member stockholder or other third party. (c) There is no dispute or claim concerning any Tax liability of the Company either (i) claimed or raised by any taxing authority in writing or (ii) as to which any of the directors or officers (or employees responsible for Tax Authoritymatters) of the Company has actual knowledge based upon personal contact with any agent of such taxing authority. Schedule 8.1 lists all Federal, state, local and foreign income Tax Returns filed with respect to the Company for taxable periods ended on or after December 31, 1994, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of audit or in respect of which any written or unwritten notice of any audit or examination has been received by the Company. No issue relating to Taxes has been raised in writing by a Tax Authority taxing authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a Tax Authority taxing authority in any completed audit or examination, that would reasonably can be expected to have any adverse Tax effect on the Company or Buyer after the Closingrecur in a later taxable period. The Company has delivered to Buyer correct and complete copies of all Federal income Tax Returns and other Tax Returns filed by or with respect to the CompanyReturns, and all examination reports and statements of deficiencies received by the Company from a Tax Authority or assessed against or agreed to by the CompanyCompany since December 31, all with respect to Tax periods beginning on or after January 1, 20161996. (d) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (e) The Company has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company has disclosed on its Federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of Federal income Tax within the meaning of Section 6662 of the Code. The Company is not a party to any Tax allocation or sharing agreement. The Company (i) has not been a member of an Affiliated Group filing a consolidated Federal income Tax Return and (ii) has no liability for the Taxes of any Person under Treasury regulation section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (f) The unpaid Taxes of the Company (i) did not, as of the most recent fiscal month endDecember 31, 1999, exceed the reserve for Tax liability (other than excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent December 31, 1999 balance sheet included with the Financial Statements attached as Schedule 3.8(a) (rather than in any notes thereto). (g) and (ii) do The Company shall not exceed that reserve as adjusted for the passage of time through be required to include in a taxable period ending after the Closing Date taxable income attributable to income that accrued in accordance with the past custom and practice a prior taxable period but was not recognized in any prior taxable period as a result of the Company in filing its Tax Returnsinstallment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code or any comparable provision of state, local or foreign tax law. (fh) The Company is not, nor has it ever been, not a party to any joint venture, partnership or other arrangement or Contract contract that could be treated as a partnership for federal Federal income tax purposes. (i) The Company has not entered into any sale leaseback or leveraged lease transaction that fails to satisfy the requirements of Revenue Procedure 75-21 (or similar provisions of foreign law) or any safe harbor lease transaction. (j) The Company was an S corporation (within the meaning of Section 1361(a)(1) of the Code) from inception until April 1, 1995 and has been a C corporation since April 1, 1995. With respect to the period the Company was an S corporation, (i) the Company had filed a timely and valid election to be an S corporation and was validly electing S corporation, for Federal income tax purposes, other than (ii) the Organizational Documents. The Company does was a validly electing S corporation for purposes of all state and local income and franchise tax purposes in each state and locality in which the election of the Company was or could be relevant, and the Company was not own, nor subject to income or franchise tax by any state or local taxing authority; and (iii) no taxing authority at any time has it ever owned, challenged or questioned the status of the Company as an S corporation for any equity interest in any entitypurpose. (gk) All material elections currently in effect with respect to Taxes affecting the Company are disclosed or attached to a Tax Return of the Company that has been disclosed to BuyerCompany. (hl) All private letter rulings issued by the IRS Internal Revenue Service to the Company and all closing agreements as described in Section 7121 of the Code (and any corresponding ruling or determination of, or any agreement with, of any state, local or foreign Tax Authoritytaxing authority) have been disclosed in on Schedule 7.18.1, and there are no pending requests for any such rulings (or corresponding determinations or agreementdeterminations). (im) The Company will not be required shall grant to include any material items Buyer or its designees access at all reasonable times to all of income inthe Company's books and records (including tax workpapers and returns and correspondence with tax authorities), or exclude any material items of deduction fromincluding the right to take extracts therefrom and make copies thereof, to the extent such books and records relate to taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting for a taxable period periods ending on or prior to or that include the Closing Date Date. Buyer shall (i) grant to Shareholders access at all reasonable times to all of the Company's books and records (including tax workpapers and returns and correspondence with tax authorities), including the right to take extracts therefrom and make copies thereof, to the extent that such books and records relate to the operations of the Company during taxable periods ending on or prior to or that include the Closing Date, and (ii) otherwise cooperate with Shareholders in connection with any audit of Taxes that relate to the business of the Company prior to Closing. (n) Neither the Company nor any of the Shareholders has taken or will take any action that could result in a deemed election under section 338 of the Code with respect to the Merger. (o) The Company has not made any distributions to its stockholders, in redemption of its stock, through a spin-off or split-off or otherwise (except for regular, normal dividends) within the preceding twelve (12) months. (p) As used in this Agreement, "AFFILIATED GROUP" means any affiliated group within the meaning of Section 481(c1504(a) of the Code (or any corresponding or similar group defined under a similar provision of state, local or foreign income Tax law); (ii) "TAX" means any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of Federal, state, local or foreign income Tax law); income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (iii) any installment sale or open transaction made on or prior to the Closing Date; (iv) any prepaid amount received on or prior to the Closing Date; (v) the cash basis method of accounting or percentage of completion method of accounting; or (vi) an election including taxes under Section 108(i) 59A of the Code. ), customs duties, capital stock, franchise, profits, withholding, social security (j) There are no Tax sharing or allocation agreements similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or similar written arrangements (including indemnity arrangements) with respect to add-on minimum, estimated or involving the Company, and, after the Closing Date, the Company will not be bound by any such Tax sharing or allocation agreements or similar arrangements entered into prior to the Closing or have any liability thereunder. (k) The Company does not have any liability for the Taxes other tax of any Person as a transferee kind whatsoever, including any interest, penalty or successoraddition thereto, by Contract, whether disputed or otherwise. (l) The Company does not have and has not at any time had a permanent establishment in any foreign country. The Company does not engagenot, and has not ever engaged, in a trade "TAXES" means any or business in any foreign country. (m) The Company has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 301.6011-4(b). If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 all of the Codeforegoing collectively; and "TAX RETURN" means any return, then it believes that it has either (i) substantial authority declaration, report, claim for the tax treatment of such transaction refund or (ii) disclosed on its Tax Returns the relevant facts affecting the tax treatment of such transactioninformation return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof. (n) The Company is and always has been properly classified as a partnership for federal, state and local income Tax purposes. (o) None of (i) the goodwill, (ii) the going concern value or (iii) the other intangible assets of the Company that would not be depreciable or amortizable but for Section 197 of the Code was held or used on or before August 10, 1993 by the Company, any Seller or any Person who will be related to Buyer, within the meaning of Section 197(f)(9)(C) of the Code, on and after the Closing.

Representations and Obligations Regarding Taxes. SellersAs of the date of this Agreement and as of the Closing, jointly except as set forth on Schedule 9.1 hereto, the Company hereby makes to Parent and severallyMergerCo each and every one of the representations and warranties contained in this Section 9.1 with the understanding that Parent and MergerCo are relying upon the truth, hereby represent accuracy and warrant completeness of such representations and warranties in determining to Buyer thatconsummate the Merger upon the terms set forth in this Agreement: (a) The Company has and its Subsidiaries have timely filed all federal income and all other Tax Returns that it has they have been required to filefile (or to have filed). All such Tax Returns were true, correct and complete and were prepared in compliance with all material respectsapplicable Laws and Legal Requirements. All Taxes owed by the Company and its Subsidiaries (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paidpaid and all other Taxes otherwise due from the Company and its Subsidiaries have been paid or properly accrued in accordance with GAAP in the Base Balance Sheet. The None of the Company or any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return. No written Since January 1, 2010, no claim has been made by any Tax a Taxing Authority in a jurisdiction where none of the Company does not file nor its Subsidiaries files Tax Returns that such entity the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. There are no Liens on any of the Properties of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for Liens for Taxes not yet due. (b) The Company has timely withheld Base Balance Sheet reflects adequate accruals and paid to the appropriate Tax Authority reserves in accordance with GAAP for all Taxes required to have been withheld payable by the Company and paid in connection with amounts paid or owing to any Seller or any employee, independent contractor, creditor, manager, member or other third partyits Subsidiaries for all taxable periods (and portions thereof) through the date of the Base Balance Sheet. (c) There is no dispute All material deficiencies for Taxes asserted or claim concerning assessed in writing against the Company or any of its Subsidiaries have been fully and timely paid, settled or properly accrued in accordance with GAAP in the Base Balance Sheet. (d) No federal, state, local or non-U.S. tax audits or administrative or judicial Tax liability proceedings are pending, or being conducted or, to the Knowledge of the Company, are threatened with respect to the Company either claimed or raised its Subsidiaries. Neither the Company nor any of its Subsidiaries has received from any federal, state, local or non-U.S. Taxing Authority (including jurisdictions where neither the Company nor any of its Subsidiaries have filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Tax AuthorityTaxing Authority against the Company or its Subsidiaries. No issue relating to Taxes has been raised in writing by a Tax Taxing Authority during any pending audit or examinationexamination completed since January 1, and no issue relating to Taxes was raised in writing by a Tax Authority in any completed audit or examination2010, that would reasonably could be expected to have any adverse Tax effect on the Company or Buyer after the Closingrecur in a later taxable period. The Company has delivered made available to Buyer Parent correct and complete copies of all federal income Tax Returns and other Tax Returns filed by or with respect to the CompanyReturns, and all examination reports and statements of deficiencies received by the Company from a Tax Authority or assessed against or agreed to by the Company, all with respect to Tax periods beginning on or after Company and its Subsidiaries since January 1, 20162010. (de) The Neither the Company nor any of its Subsidiaries has not waived any statute of limitations in respect of Taxes or agreed to or is the beneficiary of any extension of time with respect to a Tax assessment or deficiency. (ef) The unpaid Taxes of Neither the Company nor any of its Subsidiaries (i) did notis a party to any Tax allocation, as indemnification or sharing agreement, (ii) is or was a member of the most recent fiscal month endany affiliated, exceed the reserve consolidated, combined, unitary or other group for Tax liability purposes (other than any reserve such group the common parent of which is the Company), (iii) has any material liability for deferred Taxes established of any Person (other than the Company or its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or non-U.S. law), as transferee or successor or (iv) is subject to reflect timing differences between book and Tax income) set forth on any “closing agreement” within the face meaning of Section 7121 of the most recent balance sheet Code (rather than in or any notes thereto) and (ii) do not exceed that reserve as adjusted for the passage similar provision of time through the Closing Date in accordance state, local or non-U.S. law), private letter ruling or other written agreement with the past custom and practice of the Company in filing its a Governmental Authority regarding Taxes or Tax Returnsmatters. (fg) The Neither the Company nor any of its Subsidiaries is not, nor has it ever been, a party to any joint venture, partnership or other arrangement or Contract contract that could be treated as a partnership for federal income tax Tax purposes, other than except for Subsidiaries of the Organizational Documents. The Company does not own, nor has it ever owned, any equity interest in any entitythat are themselves treated as partnerships for federal income Tax purposes. (gh) Neither the Company nor any of its Subsidiaries has entered into any sale leaseback or leveraged lease transaction or any safe harbor lease transaction. (i) All material elections currently in effect with respect to Taxes affecting the Company and its Subsidiaries are disclosed on Schedule 9.1 or attached to a Tax Return of the Company that has been disclosed to BuyerCompany. (hj) All private letter rulings issued by the IRS to the Company and all closing agreements as described in Section 7121 of the Code or its Subsidiaries (and any corresponding ruling or determination of, or any agreement with, of any state, local or foreign Tax non-U.S. Taxing Authority) have been disclosed in on Schedule 7.19.1, and there are no pending requests for any such rulings (or corresponding determinations or agreementdeterminations). (ik) The Neither the Company nor any of its Subsidiaries will not be required to include any material items of income in, or exclude any material items of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date under Section Code § 481(c) of the Code (or any corresponding or similar provision of state, local or foreign non-U.S. income Tax tax law)) executed on or prior to the Closing Date; (ii) any “closing agreement” as described in Section Code § 7121 of the Code (or any corresponding or similar provision of state, local or foreign non-U.S. income Tax tax law); (iii) any installment sale or open transaction made on or prior to the Closing Date; (iv) any prepaid amount received on or prior to the Closing Date; (v) the cash basis method of accounting or percentage of completion method of accounting; or (vi) an election under Section Code § 108(i) of the Code. (j) There are no Tax sharing or allocation agreements or similar written arrangements (including indemnity arrangements) with respect to or involving the Company, and, after the Closing Date, the Company will not be bound by any such Tax sharing or allocation agreements or similar arrangements entered into prior to the Closing or have any liability thereunder. (k) The Company does not have any liability for the Taxes of any Person as a transferee or successor, by Contract, or otherwise). (l) The Neither the Company does not have and nor any of its Subsidiaries has not at any time had a permanent establishment in any foreign country. The Company does not engage, and neither the Company nor any of its Subsidiaries is engaged, or has not ever engaged, in a trade or business in any foreign country. No Taxing Authority is asserting or, to the Knowledge of the Company, threatening to assert a claim against the Company or any of its Subsidiaries under or as a result of Code § 482 or any similar provision of any state or local or non-U.S. Tax law. (m) The Company has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 301.6011-4(b). If Neither the Company has entered into nor any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute of its Subsidiaries is a substantial understatement of federal income tax foreign person within the meaning of Section 6662 of the Code, then it believes that it has either (i) substantial authority for the tax treatment of such transaction or (ii) disclosed on its Tax Returns the relevant facts affecting the tax treatment of such transactionCode § 1445. (n) The Neither the Company is and always nor any of its Subsidiaries has been properly classified as distributed stock or other Securities of another Person, or had its stock or any other Securities distributed by another Person, in a partnership for federal, state and local income Tax purposestransaction that was purported or intended to be governed in whole or in part by Code §§ 355 or 361. (o) Neither the Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Code § 897(c)(2) during the applicable period specified in Code § 897(c)(1)(A)(ii). (p) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code § 280G (or any corresponding provision of state, local or non-U.S. Tax law). (q) None of (i) the goodwill, (ii) the going concern value or (iii) the other intangible assets of the Company that would not be depreciable or amortizable but for Section 197 of the Code was held or used on or before August 10, 1993 by the Company, any Seller or any Person who will be related to Buyer, of its Subsidiaries is “tax-exempt use property” within the meaning of Section 197(f)(9)(CCode § 168(h). (r) Neither the Company nor any of its Subsidiaries has (A) taken any deduction or received any Tax benefit arising from its participation in a “tax shelter” as defined for purposes of Code § 6111(c), (B) participated in a “listed transaction” as defined in Treas. Reg. § 1.6011‑4(b)(2) or Treas. Reg. § 1.6011‑4T(b)(2) and designated by the IRS as such in published guidance issued prior to the Closing Date, or (C) participated in a “loss transaction” as defined in Treas. Reg. § 1.6011-4(b)(5) or Treas. Reg. § 1.6011‑4T(b)(5). (s) Neither the Company nor any of its Subsidiaries has, at any time, acquired assets from another Person in a transaction in which the Company’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the Codeacquired assets (or any other property) in the hands of the transferor. (t) All amounts required by Legal Requirements or by contract to be withheld or reported by the Company and its Subsidiaries with respect to amounts paid or owing to any employee, creditor, stockholder, equity owner, member or third party, whether with respect to wages, salaries or other payments, including the payment of social security taxes and other Tax obligations, have been duly and timely withheld and paid over to the relevant Governmental Authority (and, if not so paid over, have been properly accrued in accordance with GAAP in the Base Balance Sheet and will be included as a liability in the calculation of the Closing Working Capital). (u) There are no Encumbrances for Taxes upon the assets or properties of the Company or its Subsidiaries, other than Permitted Encumbrances. (v) The unpaid Taxes of the Company and its Subsidiaries (A) did not, as of the date of the Base Balance Sheet, exceed the reserve for Tax liability (as distinguished from any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Base Balance Sheet (as distinguished from any notes thereto) and after (B) do not exceed the Closingreserve for Tax liability as adjusted for the passage of time through the Effective Time in accordance with the past practices, policies and procedures of the Company and its Subsidiaries in filing their Tax Returns. Since the date of the Base Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past practice. 60 (w) The Independent Contractors, and all other Persons who have previously rendered services to the Company or any of its Subsidiaries and who were classified as independent contractors by the Company or any of its Subsidiaries (the “Previous Contractors”), have been, during all previous periods as to which all applicable statutes of limitations with respect to such matters have not run and expired, and are legally, properly and appropriately classified and treated as non-employees for all Tax purposes and under all Laws, including for all ERISA, Tax withholding, payroll tax, unemployment insurance and employee benefit purposes including for purposes of determining whether such Persons are exempt or non-exempt. There has been no determination by any Governmental Authority that any Independent Contractor or Previous Contractor constitutes or constituted an employee of the Company or any of its Subsidiaries, and to the Company’s Knowledge, there is no basis for a Governmental Authority or any other Person to make such a claim. During all periods as to which all applicable statutes of limitations with respect to the following matters have not run and expired, there has been no investigation, inquiry, complaint, charge, audit or claim brought or made by or, to the Company’s Knowledge, threatened by any Person or Governmental Authority based upon or including allegations that Persons who do or have performed services for the Company or any of its Subsidiaries have not been legally, properly or appropriately classified and treated as non-employees for all Tax purposes under all Laws and/or for all other purposes, including as to whether any Independent Contractor or Previous Contractor constitutes or constituted, or should be reclassified as, an employee of the Company or any of its Subsidiaries for any purpose.