Common use of Tax Matters Clause in Contracts

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect: (i) the Company Parent and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company Parent and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the CompanyParent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company Parent or any of its Subsidiaries, and neither the Company Parent nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity Entity, in a jurisdiction where the Company Parent or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company Parent or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)jurisdiction; (iv) there are no liens for Taxes on any property of the Company Parent or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company Parent or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; and (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company Parent nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity Entity, or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in Each of the aggregate, a Company Material Adverse Effect: and its Subsidiaries (i) the Company and each of its Subsidiaries have has prepared and timely filed (taking into account any extension of time within which to file) all foreign, federal and state income and all other Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are were complete and accuratecorrect in all material respects; (ii) the Company and each of its Subsidiaries have has paid all Taxes required and other governmental assessments and charges that are material in amount, whether or not shown or determined to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including due on such Tax Returns, except those being contested in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii)good faith, with respect to matters contested in good faith or for which adequate reserves have been established set aside on the books of the Company in accordance with GAAP; (iii) as has set aside on its books provisions reasonably adequate for the payment of the date of this Agreement, there are not pending or, all Taxes for periods subsequent to the Knowledge of the Companyperiods to which such returns, threatened in writingreports or declarations apply, (iv) is not subject to any auditsoutstanding audit, examinationsassessment, investigations dispute or other proceedings in respect of Taxes claim concerning any material Tax liability of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice either within the past six years of any claim made Company’s Knowledge or claimed, pending or raised by a Governmental Entity an authority in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Lienswriting; (v) neither the Company nor is not a party to, bound by or otherwise subject to any of its Subsidiaries has been a “controlled corporation” obligation under any Tax sharing or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported Tax indemnity agreement or intended to be governed by Section 355 of the Codesimilar contract or arrangement; (vi) neither the Company nor any of its Subsidiaries has not participated in any a “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-1.6011- 4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) does not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has have any liability for the Taxes of any Person (other than arising from the Company or any application of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar analogous provision of federal, state, local or non-U.S. foreign Law), or as a transferee or successor, by contract, or otherwise; (viii) each Mexican Subsidiary of has timely withheld, collected or deposited as the Company has case may be all material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by it, and to the extent required, have been paid to the relevant taxing authority in accordance with applicable Law; and (ix) have complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled applicable information reporting requirements in all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingmaterial respects.

Tax Matters. (ai) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company an Allergan Material Adverse Effect: (iA) the Company and each all Tax Returns that are required to be filed by or with respect to Allergan or any of its Subsidiaries have prepared and been timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity ), and all such filed Tax Returns are complete true, correct and accuratecomplete; (iiB) the Company Allergan and each of its Subsidiaries have have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all by any of them, including any Taxes required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, independent contractor, creditor, customeror third party (in each case, stockholder whether or other third partynot shown on any Tax Return), except, in the case of clauses (i) and (ii), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAPGAAP on the financial statements of Allergan and its Subsidiaries; (iiiC) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of all Taxes of the Company due and payable by Allergan or any of its SubsidiariesSubsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and neither the Company nor any of its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has received written notice within the past six years of any claim been made in writing by a Governmental Entity Tax Authority in a jurisdiction where the Company or any of Allergan or its Subsidiaries, as applicable, Subsidiaries does not file a Tax Return, Returns that the Company or such Subsidiary Person is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, by that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)jurisdiction; (ivE) there are no liens for Taxes on upon any property or assets of the Company Allergan or any of its Subsidiaries, except for Permitted Liens; (vF) neither the Company nor any no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or (C) has any liability for the Taxes of any Person (other than the Company Allergan or any of its Subsidiaries) under U.S. Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), ) or as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect: , (a) other than with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP (i) the Company Parent and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , and (ii) the Company Parent and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them them, (including in connection with amounts paid b) all deficiencies asserted or owing to assessed by a taxing authority against Parent or any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves its Subsidiaries have been established paid in full or are adequately reserved, in accordance with GAAP; , (iiic) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of the CompanyParent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of income or franchise Taxes and there are no currently effective waivers (or requests for waivers) of the Company time to assess any Taxes, (d) there are no Liens for income or franchise Taxes on any of the assets of Parent or any of its SubsidiariesSubsidiaries other than Parent Permitted Liens, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, e) Parent has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the twothree-year period ending on the date hereof (or otherwise as part of this Agreement a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part) that was purported or intended to be governed by Section 355 of the Code; , (vif) neither Parent nor any of its Subsidiaries (I) is a party to or is bound by any Tax sharing, allocation or indemnification agreement with persons other than wholly owned Subsidiaries of Parent or (II) has any liability for Taxes of any other person (other than Parent and its Subsidiaries) pursuant to 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, (g) as of the Company date hereof, neither Parent nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Parent or any of its Subsidiaries, (h) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-4(b)(2); ) and (viii) neither to the Company nor any knowledge of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law)Parent, as a transferee or successor; (viii) each Mexican Subsidiary of the Company date hereof and without regard to this Agreement, Parent has complied with all of its obligations to disclose reportable schemes not undergone an “ownership change” within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) 382 of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (ii) the Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with or that the Company or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, independent contractor, creditor, customerstockholders or third party (in each case, stockholder whether or other third partynot shown on any Tax Return), except, in the case (iii) there are no currently effective waivers of clauses (i) and (ii), any statute of limitations with respect to matters contested in good faith Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for which adequate reserves Taxes due with respect to completed and settled examinations or any concluded litigation have been established in accordance with GAAP; fully paid, (iiiv) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of the Company or any of its Subsidiaries, and neither (vi) no claim has been made in writing or, to the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made Company’s knowledge, otherwise, by a Governmental Entity Taxing Authority in a jurisdiction where the Company or any of its Subsidiaries, as applicable, Subsidiaries does not file Tax Returns of a Tax Return, certain type that the Company or such Subsidiary any of its Subsidiaries is or may be subject to income taxation by, of such type or have an obligation required to file an income Tax Return inReturns of such type in that jurisdiction, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (ivvii) there are no liens Liens for Taxes on any property of the assets of the Company or any of its SubsidiariesSubsidiaries other than statutory Liens for Taxes not yet due and payable, except for Permitted Liens; (vviii) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than such an agreement or arrangement (1) exclusively between or solely among members of a group the common parent of which is the Company and/or its Subsidiaries or (2) commercial agreements or arrangements not primarily related to Taxes and entered into in the Ordinary Course ordinary course of Business), (Bbusiness) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any analogous or similar provision of federal, state, local or non-U.S. foreign Tax Law), as a transferee transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); otherwise, and (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required is bound with respect to include any item of income in, current or to exclude any item of deduction from, taxable income in any future taxable period (or portion thereof) ending after the Closing Date as a result of (A) by any closing agreement, installment sale, or open transaction disposition, agreement (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to within the meaning of Section 965(h) 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, made prior that could reasonably be expected to affect the liability for Taxes of the Company or any of its Subsidiaries following the Closing.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , except as set forth on Schedule 5.30(a). (i) the Company and each of its Subsidiaries have prepared Group has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all such filed Tax Returns are complete and accurateTaxes which have become due; (ii) the Company all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate and disclose all Taxes required to be paid under applicable Law in connection with such Tax Returns; (iii) there is no Action, pending or proposed in writing or, to the appropriate Governmental Entity knowledge of the Company Group, threatened, with respect to Taxes of the Company Group for which a Lien may be imposed upon any of the Company Group’s assets; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of the Company Group for which a Lien may be imposed on any of the Company Group’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (v) to the knowledge of the Company Group, the Company Group has complied with all applicable Laws relating to the reporting, payment, collection and have withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company Group; (vi) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company Group; (vii) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or request for a closing agreement with any Taxing Authority (within the meaning of them (including in connection with amounts paid Section 7121 of the Code or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in analogous provision of the case of clauses (i) and (iiapplicable Law), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Company Group; (iiiviii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries no claim has received written notice within the past six years of any claim been made by a Governmental Entity Taxing Authority in a jurisdiction where the Company Group has not paid any tax or any of its Subsidiariesfiled Tax Returns, as applicable, does not file a Tax Return, asserting that the Company or such Subsidiary Group is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación)jurisdiction; (ix) each Mexican Subsidiary there is no outstanding power of attorney from the Company Group authorizing anyone (other than employees of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect Group) to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries act on behalf of the Company by a Person included on the list published on the webpage Group in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Mexican Company Group; (x) the Company Group is not a party to any Tax Authorities and/or in sharing or Tax allocation Contract, other than any contract the Mexican Official Gazette (Diario Oficial de la Federación) in terms principal subject of article 69-B of the Mexican Federal Tax Codewhich is not Taxes; and (xxi) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income Group is not currently and has never been included in any taxable period (consolidated, combined or portion thereof) ending after the Closing Date as unitary Tax Return other than a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) Tax Return of the Code, in each case, made prior to the ClosingCompany.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Each Company and each of its Subsidiaries have prepared Party has duly and timely filed all material Tax Returns which are required to be filed by or with respect to it, and has paid all material Taxes which have become due; (taking into account ii) in all material respects, all such Tax Returns are true, correct and complete and accurate and disclose all Taxes required to be paid; (iii) no Company Party is aware of any Action, pending or proposed or threatened, with respect to Taxes of a Company Party or for which a Lien may be imposed upon any of the Company Parties’ assets; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of the Company Parties for which a Lien may be imposed on any of the Company Parties’ assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (v) each Company Party has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all material Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by a Company Party; (vi) there is no Lien for Taxes upon any of the assets of a Company Party other than Permitted Liens; (vii) no claim has ever been made by a Taxing Authority in a jurisdiction where a Company Party has not paid any Tax or filed Tax Returns, asserting that a Company Party is or may be subject to material Tax in such jurisdiction; (viii) there is no outstanding power of attorney from any Company Party authorizing anyone to act on behalf of a Company Party in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of a Company Party; (ix) each Company Party is not a party to any Tax sharing or Tax allocation Contract (other than any customary commercial contract the principal subject of which is not Taxes); (x) each Company Party is not and has never been included in any consolidated, combined or unitary Tax Return other than a Tax Return that includes only the Company Parties; (xi) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or agreement with any Taxing Authority, with respect to the Company Parties; (xii) the Company Parties have not requested any extension of time within which to file) all file any Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Return, which Tax Returns are complete and accurateReturn has since not been filed; (iixiii) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld knowledge of each Company Party, no issue has been raised by a Taxing Authority in any of them (including in connection with amounts paid or owing prior Action relating to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), Company Party with respect to matters contested in good faith or any Tax for which adequate reserves have been established in accordance with GAAP; (iii) as any period which, by application of the date of this Agreementsame or similar principles, there are not pending or, could reasonably be expected to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity result in a jurisdiction where the material proposed Tax deficiency of a Company or Party for any of its Subsidiaries, as applicable, does not file a Tax Return, that the other period; and (xiv) no Company or such Subsidiary Party is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability liable for the Taxes of any another Person (other than the that is not a Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), Party as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, successor or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result member of (A) any closing agreementconsolidated, installment salecombined, unitary or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingsimilar Tax group.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in set forth on Section 4.11(a) of the aggregate, a Company Material Adverse EffectDisclosure Letter: (i) each of the Company and each of its Subsidiaries have prepared and has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file) ), all Federal income and other material Tax Returns (as hereinafter defined) required to be filed by any of them under applicable Law with the appropriate Governmental Entity it, and all such filed Tax Returns are true, correct and complete and accuratein all material respects; (ii) the Company and each of its Subsidiaries have paid all material amounts of Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthem; (iii) as no material deficiency with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries, which Taxes have not been fully paid or adequately reserved in accordance with GAAP in the Company SEC Documents; (iv) there are no Liens for Taxes on any of the date of this Agreement, there are not pending or, to the Knowledge assets of the CompanyCompany or any of its Subsidiaries other than Permitted Liens; (v) no audit, threatened in writinginvestigation, any audits, examinations, investigations examination or other administrative or court proceedings in are pending with any Governmental Authority with respect to material amounts of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received no written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries thereof has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Codereceived; (vi) neither the Company nor any of its Subsidiaries or any predecessor has participated in waived any statute of limitations with respect to material Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, or has made any written request (that is currently outstanding) for any such extension or waiver; (vii) neither the Company nor any of its Subsidiaries has entered into any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision of state, local or foreign Law); (viiviii) neither the Company nor any and each of its Subsidiaries have withheld and paid all material Taxes required to be withheld and paid in connection with amounts paid and owing to any employee, independent contractor, creditor, stockholder or other third party (Awhether domestic or foreign); and (ix) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course last six years, none of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) Subsidiaries has been informed in writing by any liability for jurisdiction that the Taxes of any Person (other than jurisdiction believes that the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be was required to include file any item of income in, or to exclude any item of deduction from, taxable income in any taxable period Tax Return (or portion thereofdefined below) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingthat was not filed.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company Parent has duly filed all income and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all other material Tax Returns which are required to be filed by any of them under applicable Law with the appropriate Governmental Entity it, and has paid all such filed Tax Returns are complete and accuratematerial Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects; (iii) there is no Action, pending or proposed in writing, with respect to a material amount of Taxes of Parent; (iv) no statute of limitations in respect of the Company assessment or collection of any Taxes of Parent for which a Lien may be imposed on any of Parent’s assets has been waived or extended (other than Permitted Liens or pursuant to automatic extensions of time to file Tax Returns obtained in the ordinary course of business), which waiver or extension is in effect; (v) Parent has withheld or collected and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law over to the appropriate Governmental Entity and have withheld applicable Taxing Authority all material Taxes required to be withheld or collected by any of them (including Parent in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iiivi) as Parent has not requested any letter ruling from the IRS (or any comparable ruling form any other Taxing Authority); (vii) there is no Lien (other than Permitted Liens) for Taxes upon any of the date assets of this Agreement, there are Parent; (viii) Parent has not pending or, to the Knowledge of the Company, threatened in writing, received any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by request from a Governmental Entity Taxing Authority in a jurisdiction where the Company Parent has not paid any Tax or any of its Subsidiaries, as applicable, does not file a filed Tax Return, Returns asserting that the Company or such Subsidiary Parent is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)jurisdiction; (ivix) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) Parent is not a party to or is bound by any Tax sharing, Tax indemnity or Tax allocation or indemnification agreement or arrangement Contract (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and a contract entered into in the Ordinary Course ordinary course of Business)business consistent with past practices, (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent primary purpose of which is or was the Company or any of its Subsidiariesnot related to Taxes), or ; (Cx) Parent has any no liability for the Taxes of any Person other Person: (other than the Company or any of its Subsidiaries1) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. applicable Law), (2) as a transferee or successorsuccessor or (3) otherwise by operation of applicable Law; (viiixi) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes Parent is not a “United States real property holding corporation” within the meaning of Article 199 Section 897(c)(2) of the Federal Fiscal Code (Código Fiscal de la Federación); (ixduring the applicable period specified in Section 897(c)(1)(A)(ii) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (xxii) neither the Company nor Parent has not been a party to any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income “listed transaction” as defined in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h6707A(c)(2) of the Code, in each case, made prior to the ClosingCode and Treasury Regulation Section 1.6011-4(b)(2).

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries have has prepared (or caused to be prepared) and timely filed (taking into account any extension valid extensions of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns (taking into account all amendments thereto) are true complete and accurateaccurate in all material respects; (ii) the Company and each of its Subsidiaries have timely paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld that are owed by it (whether or not shown on any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third partyTax Returns), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writingthreatened, any audits, examinations, investigations or other proceedings in respect of any Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens Liens for Taxes on any property of the assets of the Company or any of its Subsidiaries, except for subsidiaries other than Permitted Liens; (v) neither none of the Company nor or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the CodeCode (or any similar provision of state, local or foreign Law); (vi) all amounts of Tax required to be withheld by the Company and each of its Subsidiaries have been timely withheld and paid over to the appropriate Governmental Authority; (vii) no deficiency for any Tax has been asserted or assessed by any Governmental Authority in writing against the Company or any of its Subsidiaries (or, to the Knowledge of the Company, has been threatened or proposed), except for deficiencies which have been satisfied by payment in full, settled or been withdrawn or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (viii) neither the Company nor any of its Subsidiaries has participated waived any statute of limitations in respect of Taxes or agreed to any “listed transaction” within extension of time with respect to an assessment or deficiency for Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the meaning of Treasury Regulations Section 1.6011-4(b)(2ordinary course); (viiix) no written requests for waivers of the time to assess any Taxes of the Company or its Subsidiaries are pending; (x) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), Company) or (CB) has any liability for the Taxes of any Person person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. foreign Law), as a transferee or successor, or pursuant to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation (other than agreements among the Company and its Subsidiaries and other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which does not relate to Taxes); (viiixi) each Mexican Subsidiary of neither the Company has complied with all nor any of its obligations to disclose reportable schemes subsidiaries has engaged in any “listed transaction” within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la FederaciónTreasury Regulation Section 1.6011-4(b)(2); (ixxii) each Mexican Subsidiary the Company is not, and has not been at any time within the last five years, a “United States real property holding corporation” within the meaning of Section 897 of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (xxiii) neither the Company nor any of its Subsidiaries will be required owns any property of a character, the indirect transfer of which, pursuant to include this Agreement, would give rise to documentary, stamp or other transfer Tax; and (xiv) neither the Company nor any item of income inits Subsidiaries has made any payments, or has been or is a party to exclude any item agreement, contract, arrangement or plan that could result in it making payments, that have resulted or would result, separately or in the aggregate, in the payment of deduction from, taxable income any “parachute payment” within the meaning of Code section 280G or in any taxable period the imposition of an excise Tax under Code section 4999 (or portion thereofany corresponding provisions of state, local or foreign Tax law) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change that were or agreement with any Governmental Entity would not be deductible under Code sections 162 or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing404.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) other than with respect to matters contested in good faith or for which adequate reserves have been established (A) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , and (iiB) the Company and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employeethem, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith ) all deficiencies asserted or for which adequate reserves assessed by a taxing authority against the Company or any of its Subsidiaries have been established paid in accordance with GAAP; full or are adequately reserved, (iii) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of the Company, threatened in writing, writing any audits, examinations, investigations or other proceedings in respect of income or franchise Taxes and there are no currently effective waivers (or requests for waivers) of the time to assess any Taxes, (iv) there are no Liens for income or franchise Taxes on any of the assets of the Company or any of its SubsidiariesSubsidiaries other than Company Permitted Liens, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (with persons other than such an agreement or arrangement (1) exclusively between or among the Company and/or its wholly owned Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (CB) has any liability for the Taxes of any Person other person (other than the Company or any of and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, contract or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingotherwise.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all All material Tax Returns required to be filed by any of them the Company and its subsidiaries have been timely filed (except those under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; valid extension), (ii) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of material Taxes of the Company and its subsidiaries have been paid or any of its Subsidiariesadequately provided for on the most recent financial statements included in the Company SEC Reports filed prior to the date hereof, and (iii) neither the Company nor any of its Subsidiaries subsidiaries has received written notice within the past six years of any claim made by a from any Governmental Entity in a jurisdiction where the Company or with respect to any of its Subsidiariesmaterial Taxes, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for any material Taxes on (other than Taxes not yet due and payable) upon any property of the assets of the Company or any of its Subsidiariessubsidiaries, except for Permitted Liens; (v) neither the Company nor any and each of its Subsidiaries subsidiaries has withheld and paid over to the relevant Governmental Entity all material Taxes required to have been a “controlled corporation” withheld and paid in connection with payments to employees, independent contractors, creditors, shareholders or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; other third parties, (vi) neither the Company nor any of its Subsidiaries subsidiaries has participated waived any statute of limitations in respect of any “listed transaction” within the meaning material Taxes or agreed to any extension of Treasury Regulations Section 1.6011-4(b)(2); time with respect to a material Tax assessment or deficiency, (vii) no foreign, federal, state, or local Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any material Taxes of the Company or any of its subsidiaries, (viii) neither the Company nor any of its Subsidiaries subsidiaries has taken any action or knows of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, (ix) neither the Company nor any of its subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any one of its Subsidiariessubsidiaries), (B) is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than (i) any Tax sharing or allocation agreement between the Company and its subsidiaries, (ii) customary provisions contained in credit or other commercial lending arrangements, employment agreements, or arrangements with lessors, customers and vendors, and (iii) the tax receivable agreements among (x) the Company, the Operating Partnership and Sprint Ventures, Inc. and (y) the Company and Corvina Holdings Limited, each entered into as of October 16, 2007 or (C) has any liability for the any material Taxes of any Person person (other than the Company or any of its Subsidiariessubsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. foreign Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-Aby contract or otherwise, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) any closing agreement, installment sale, change in method of accounting made in a taxable period ending on or open transaction dispositionbefore the Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any accounting method change corresponding or agreement with any Governmental Entity similar provision of state, local or foreign income Tax law) executed on or before the Closing Date or (C) prepaid amount received on or before the Closing Date, and (xi) neither the Company nor any election pursuant to of its subsidiaries has engaged in any “listed transaction” as defined in Treasury Regulation Section 965(h) of the Code, in each case, made prior to the Closing1.6011-4(b).

Tax Matters. (a) Except as would not, or would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them or with respect to the Company and its Subsidiaries have been timely filed (except those under applicable Law with the appropriate Governmental Entity valid extension), and all such filed Tax Returns are true, correct and complete and accurate; in all material respects, (ii) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company and its Subsidiaries have been paid or any of its Subsidiarieshave been adequately provided for on the most recent financial statements included in the SEC Reports, and (iii) neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where Proceeding against or audit of, or with respect to, any Taxes of the Company or any its Subsidiaries that has not been finally resolved, and, to the Company’s Knowledge, no audit, examination or other Proceeding in respect of its Subsidiaries, as applicable, does not file a Tax Return, that Taxes involving the Company or such Subsidiary its Subsidiaries is or may be subject to income taxation bybeing considered by any taxing authority, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on (other than statutory liens for Taxes not yet due and payable) upon any property of the assets of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled distributing corporation” or a “distributing controlled corporation” in any a distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by qualify under Section 355 355(a) of the Code within the past two years or otherwise as part of a “plan (or series of related transactions)” (within the meaning of Section 355(e) of the Code; ) of which the Merger is also a part, (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or and its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of BusinessSubsidiaries), (Bvii) neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated, consolidated, unitary or combined a group filing a consolidated federal income consolidated, combined or unitary Tax Return (other than a group the common parent consisting solely of which is or was the Company or any of and its Subsidiaries), ) or (CB) has any liability for the Taxes of any Person (other than a group of which the Company or any of its Subsidiarieswas the common parent) under Treasury Regulations Section regulation section 1.1502-6 (or any similar provision of federalstate, local or foreign Law) (viii) any withholding Taxes required to be withheld and paid by the Company or any of its Subsidiaries (including withholding of Taxes pursuant to Sections 1441, 1442, 3121 and 3042 of the Code and similar provisions under any Federal, state, local or non-U.S. Law), foreign tax laws) have been timely withheld and paid over to the proper governmental authorities as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); required under applicable laws and (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required has been a party to include any item a transaction that, as of income inthe date of this Agreement, or to exclude any item constitutes a “reportable transaction” for purposes of deduction from, taxable income in any taxable period Section 6011 of the Code and applicable Treasury regulations thereunder (or portion thereof) ending after the Closing Date as a result similar provision of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingstate Law).

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are true, complete and accuratecorrect; (ii) all material Taxes due and payable by the Company and each or any of its Subsidiaries (whether or not shown as due on any Tax Return) have been paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party)on a timely basis, except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or and for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on upon any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in received or applied for a Tax ruling from the U.S. Internal Revenue Service or entered into a “closing agreement” pursuant to Section 7121 of the Code (or any “listed transaction” within predecessor provision or any comparable provision of state, local or foreign Law) that will affect the meaning Company or any of Treasury Regulations Section 1.6011-4(b)(2)its Subsidiaries after the Closing; (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by liable for any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any other Person (other than the Company or any of and its Subsidiaries) under pursuant to Treasury Regulations Regulation Section 1.1502-6 (or any similar comparable provision of federal, state, local or non-U.S. foreign Law), as a transferee ) or successor; any Tax sharing agreement or Tax indemnity obligation (viii) each Mexican Subsidiary of the Company has complied with all of its obligations other than pursuant to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican agreement or arrangement solely among Subsidiaries of the Company by or a Person included on principal purpose of which is not the list published on the webpage indemnification of the Mexican Tax Authorities and/or in the Mexican Official Gazette Taxes); (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (xviii) neither the Company nor any of its Subsidiaries will be required is a party to include any item currently effective waiver or other agreement extending the statute of income inlimitation or period of assessment or collection of Taxes; and (ix) to the Knowledge of the Company, or to exclude neither the Company nor any item of deduction from, taxable income in Subsidiary has received any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with written claim from any Governmental Entity in any jurisdiction in which the Company does not file Tax Returns that such entity is, or (C) any election pursuant may be, required to Section 965(h) of the Code, file Tax Returns or subject to taxation in each case, made prior to the Closingsuch jurisdiction.

Tax Matters. (a) Except as would not reasonably be expected to haveis not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect: , (i) the Company and each of its the Company Subsidiaries have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company accurate and each of its Subsidiaries have timely paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity that are shown as due on such filed Tax Returns and have withheld all and timely paid over any Taxes required that the Company or each Company Subsidiary is obligated to be withheld by any of them (including in connection with withhold from amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder shareholder or other third party), except, in the case of clauses (i) and (ii), except with respect to matters contested in good faith or and for which adequate reserves have been established in accordance with GAAP; GAAP in the financial statements of the Company included in the SEC Reports, (iiiii) as of the date of this Agreement, there are not any pending or, to the Knowledge of the Company, threatened in writingthreatened, any audits, examinations, investigations or other proceedings relating to the Company or any Company Subsidiary in respect of Taxes of the Company or any of its SubsidiariesTax matters, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property assets of the Company or any of its Subsidiaries, except for Company Subsidiary other than Permitted Liens; (v) , and neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) Subsidiary has any liability for the Taxes of any other Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. LawCompany Subsidiary), or as a transferee or successor; , by contract or otherwise, and (viiiiii) each Mexican Subsidiary there are not, to the Knowledge of the Company, any unresolved questions or claims, or any proposed, asserted, or assessed deficiencies that have not been fully paid, concerning the Company’s or any of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Subsidiaries’ Tax and VAT Law obligations with respect to the labor structure liability that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or are not disclosed or provided for in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingSEC Reports.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a The Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiariesshall not, and neither the Company nor shall not permit any of its Subsidiaries has received written notice within the past six years of to, (i) make or rescind any claim made by a Governmental Entity in a jurisdiction material express or deemed election relating to Taxes (including any election for any joint venture, partnership, limited liability company or other investment where the Company has the capacity to make such binding election, but excluding any election that must be made periodically and is made consistent with past practice) except for elections made or changed in the ordinary course of business or as required by law, (ii) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except where the amount of its Subsidiaries, as applicable, such settlement or compromise does not file a Tax Return, that exceed (a) the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case greater of 120% of the CRA, has not received amount for such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending matter listed on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; Company's Fin 48 Tax Contingency Reserve Disclosure, dated March 31, 2007 (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries"Fin 48"), or (Cb) has any liability for the Taxes of any Person $2.5 million or (other than the Company or iii) change any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (methods of reporting income or any similar provision deductions for income tax purposes from those employed in the preparation of federal, state, local or non-U.S. Law), as its income Tax Returns that have been filed for prior taxable years except where such change would not have a transferee or successor; (viii) each Mexican Subsidiary material adverse effect on the Tax position of the Company has complied with all and its Subsidiaries taken as a whole. During the period from the date hereof and continuing until the Effective Time, the Company (x) shall keep Parent fully informed of the status of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income discussions with any Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed authority in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of tax audit for which the Company by a Person included balance on the list published Company's Fin 48 exceeds $2.5 million and shall consult with Parent in respect of, and give Parent the opportunity to participate in devising the strategy for dealing with such Tax authority in the course of such audit, (y) shall not propose in writing any settlement or other resolution to any audit other than as described in (ii) of this section 4.1(i) without Parent's prior consent (which consent shall not be unreasonably withheld or delayed), and (z) shall use reasonable efforts to keep Parent informed of all settlements of matters for which the balance on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingCompany's Fin 48 disclosure exceeds $1.0 million.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth on SCHEDULE 3.18 hereto, individually or in the aggregate, a Company Material Adverse Effect: Corporation has (i) filed all returns, declarations of estimated Tax, Tax reports, information returns and statements (collectively, the Company "RETURNS") required to be filed by it prior to the Closing (other than those for which extensions shall have been granted prior to the Closing) relating to any Taxes with respect to any income, properties or operations of the Corporation prior to the Closing; (ii) as of the time of filing, the Returns were complete and each correct in all material respects and the Corporation has paid all Taxes shown on the Returns to be due; (iii) the Corporation has timely paid or made provisions for all Taxes payable for any period that ended on or before the Closing and for any period that began on or before the Closing and ends after the Closing, to the extent such Taxes are attributable to the portion of its Subsidiaries have prepared and timely filed any such period ending on the Closing; (taking into account iv) the Corporation is not delinquent in the payment of any Taxes, nor has requested any extension of time within which to file) all Tax Returns required to be filed by file any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateReturn, which Return has not since been filed; (ii) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (ivv) there are no liens for Taxes on pending Tax audits of any property Returns of the Company or any of its Subsidiaries, except for Permitted LiensCorporation; (vvi) neither no Tax liens have been filed and no deficiency or addition to Taxes, interest or penalties for any Taxes with respect to any income, properties or operations of the Company nor any of its Subsidiaries Corporation has been proposed, asserted or assessed in writing against the Corporation; (vii) the Corporation has not granted any extension of the statute of limitations applicable to any Return or other Tax claim with respect to any income, properties or operations of the Corporation; (viii) the Corporation has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during personal holding company within the two-year period ending on the date meaning of this Agreement that was purported or intended to be governed by Section 355 542 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company Corporation has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) not made any election pursuant to under Section 965(h341(f) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (ii) the Company and each of its Subsidiaries have paid (or have had paid on their behalf) all Taxes required to be paid under applicable Law to the appropriate Governmental Entity due and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party)payable, except, in the case of clauses clause (i) and or clause (ii)) hereof, with respect to matters contested in good faith or for which adequate reserves have been established established, in accordance with GAAP; , in the Company’s financial statements included in the Company SEC Documents, (iii) as neither the Company nor any of its Subsidiaries has granted any currently effective extension or waiver of the date statute of this Agreementlimitations applicable to any Tax Return, (iv) there are not pending or, to the Knowledge knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of U.S. federal income Taxes or U.S. federal income Tax matters, (v) there are no Liens for Taxes on any of the assets of the Company or any of its SubsidiariesSubsidiaries other than Permitted Liens, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (ivvi) there are no liens for Taxes on any property none of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year two (2)-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the Code or so much of Section 356 of the Code as relates to Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); , (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person another person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any a similar provision of federal, state, local or non-U.S. Law), Law or as a transferee or successor; , or is party to any Tax sharing, Tax allocation, Tax indemnity or similar agreement, other than an agreement the only parties of which are the Company and/or its Subsidiaries, and (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item has participated in a “listed transaction” within the meaning of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Treasury Regulation Section 965(h) of the Code, in each case, made prior to the Closing1.6011-4(b).

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect: (i) , the Company and each of its Subsidiaries (i) have prepared duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with on or prior to the appropriate Governmental Entity date of this Agreement and all such filed Tax Returns are complete and accurateaccurate in all material respects; and (ii) the Company and each of its Subsidiaries have paid or remitted all Taxes that are required to be paid under applicable Law to or that the appropriate Governmental Entity and have withheld all Taxes required to be withheld by Company or any of them (including in connection with its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder creditor or other third party), except, in the case of clauses (i) and (ii), except with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) . Except as would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, Agreement there are not no audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters, in each case, pending or, to the Knowledge of the Company, threatened in writingwriting (other than, any auditsin each case, examinations, investigations claims or other proceedings assessments for which reserves have been established in respect of Taxes of the Company or any of its Subsidiaries, and neither accordance with GAAP). Neither the Company nor any of its Subsidiaries has received written notice constituted either a “distributing corporation” or a “controlled corporation” within the past six years meaning of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case section 355(a)(1)(A) of the CRA, has not received such written notice within the past eight years); (iv) there are no liens Code in any distribution intended to qualify for Taxes on any property tax-free treatment under section 355 of the Company or Code occurring during the last 30 months. Since December 31, 2001, or, to the Knowledge of the Company, at any of its Subsidiariesearlier time, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in member of any distribution occurring during affiliated group within the two-year period ending on the date meaning of this Agreement that was purported or intended to be governed by Section 355 1504(a) of the Code; , or any similar affiliated or consolidated group for Tax purposes under state, local or foreign law (vi) other than a group, the common parent of which is the Company). Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by liable for any Tax sharing, allocation imposed on any other person or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) entity under Treasury Regulations Section regulation section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), foreign tax law) as a transferee or successor; (viii) each Mexican Subsidiary of , or is bound by or has any obligation under any Tax sharing, Tax indemnification, or similar agreement, contract or arrangement, whether written or unwritten. Except as would not reasonably be expected to have a Company Material Adverse Effect, no jurisdiction where the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor or any of its Subsidiaries will be does not file a Tax Return has made a claim in writing to the Company that the Company or any Subsidiary is required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as file a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingTax Return for such jurisdiction.

Tax Matters. (a) Except as would not reasonably be expected During the period from the date of this Agreement to havethe date of the Effective Time, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and shall timely filed (taking into account any extension of time within which to file) file all Tax Returns required to be filed by each such entity during such period (after taking into account any of them under applicable Law extensions) (each, a “Post-Signing Return”), which Post-Signing Returns shall be complete and correct in all respects and, except as otherwise required by Law, shall be prepared on a basis consistent with the appropriate past practice of the Company; provided, however, that no material Post-Signing Returns shall be filed with any Governmental Entity and all such filed Tax Returns are complete and accuratewithout Parent’s written consent, which consent shall not be unreasonably withheld or delayed; (ii) the Company and each of its Subsidiaries have paid shall timely pay all Taxes required to be paid under applicable Law to the appropriate Governmental Entity due and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), payable with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Tax periods covered by such Post-Signing Returns; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened Company shall accrue a liability in writing, any audits, examinations, investigations or other proceedings its books and records and financial statements in respect of accordance with GAAP and past practice for all Taxes of payable by the Company or any of its Subsidiaries, and neither Subsidiaries for which no Post-Signing Return is due prior to the day of the Effective Time; (iv) the Company nor any and each of its Subsidiaries has received written notice within the past six years shall promptly notify Parent of any claim made by a Governmental Entity in a jurisdiction where suit, claim, action, investigation, proceeding or audit pending against or with respect to the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican material amount of Tax invoice issued in favor of and will not settle or compromise any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Codesuch suit, claim, action, investigation, proceeding or audit without Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed; and (xv) neither the Company nor any and each of its Subsidiaries will be required to include any item shall retain all books, documents and records necessary for the preparation of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement Tax Returns and reports and Tax audits consistent with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingits standard policy.

Tax Matters. (a) Except as If any payment or benefit which the Executive would not reasonably be expected receive pursuant to havea Change in Control from the Company or otherwise (collectively, individually or in the aggregate, a Company Material Adverse Effect: "Payments") would (i) constitute a "parachute payment" within the Company meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code'), and each (ii) but for this Section 24(a) of its Subsidiaries have prepared this Agreement, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Executive will be entitled to receive either (A) the full amount of the Payments; or (B) a portion of the Payments having a value equal to one dollar ($1.00) less than three (3) times Executive's "base amount" (as such term is defined in Section 280G(b)(3)(A) of the Code) (the "Safe Harbor Amount"), whichever of clauses (A) and timely filed (B), after taking into account any extension applicable federal, state, and local income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of time within which to file) all Tax Returns required the greater portion of the Payments. If a reduction in the Payments is necessary, such reduction shall occur in the following order: reduction in cash payments; cancellation of accelerated vesting of stock awards; reduction in employee benefits. In the event that acceleration of vesting of stock award compensation is to be filed by any reduced, such acceleration of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries have paid all Taxes required to vesting shall be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, cancelled in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as reverse order of the date of this Agreement, there are not pending or, to the Knowledge grant of the Company, threatened Executive's stock awards. Any determination required under this provision shall be made in writing, any audits, examinations, investigations or other proceedings in respect of Taxes writing by the independent public accountant of the Company or any of its Subsidiaries, and neither another entity reasonably approved by the Company nor any of its Subsidiaries has received written notice within and the past six years of any claim made by a Governmental Entity in a jurisdiction where Executive (the "Accountants"), whose determination shall be conclusive and binding for all purposes upon the Company or any of its Subsidiaries, as applicable, does not file and Executive. If a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case reduction of the CRAPayments is necessary, has not received such written notice within then the past eight years); (iv) there are no liens for Taxes on Accountants have the authority to cut back any property Payments by the minimum possible amount allowable under the law. All fees and expenses of the Company or Accountants shall be borne solely by the Company. For purposes of making any calculation required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 Sections 280G and 4999 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth on Schedule 3.1(i), individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and has (i) timely filed (taking into account any extension of time within which to file) all material Tax Returns that are or were required to be filed by any of them under applicable Law with the appropriate Governmental Entity filed, and all such filed Tax Returns are true, correct and complete and accurate; in all material respects, (ii) the Company and each of its Subsidiaries have paid all material Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required by it, whether or not shown or determined to be withheld by due on such Tax Returns, other than any of them such amounts (including in connection with amounts paid x) currently payable without penalty or owing to any employeeinterest, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (iy) and (ii), with respect to matters being contested in good faith or by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iii) timely withheld, collected or deposited as of the date of this Agreementcase may be all material Taxes (determined both individually and in the aggregate) required to be withheld, there are not pending orcollected or deposited by it, and to the Knowledge of extent required, have been paid to the Companyrelevant taxing authority in accordance with applicable Law; and (iv) complied with all applicable information reporting requirements in all material respects. Except as set forth on Schedule 3.1(i), threatened in writingneither the Company nor any Subsidiary (i) is subject to any outstanding audit, assessment, dispute or claim concerning any audits, examinations, investigations or other proceedings in respect of Taxes material Tax liability of the Company or any of its SubsidiariesSubsidiaries either within the Company’s Knowledge or claimed, and neither pending or raised by a taxing authority in writing; (ii) is a party to, bound by or otherwise subject to any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement (other than agreements, similar contracts or arrangements (A) to which only the Company nor any of and its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company are parties or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely B) entered into in the case ordinary course of business the CRA, has primary subject of which is not received such written notice within the past eight yearsTaxes); (iviii) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any a “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-1.6011- 4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (Civ) has any liability for the Taxes of any Person (other than the members of any consolidated group of which the Company or any is parent) arising from the application of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar analogous provision of federal, state, local or non-U.S. foreign Law), or as a transferee or successor; (viii) each Mexican Subsidiary of , by contract, or otherwise. No claim has been made by a tax authority in a jurisdiction where the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican or any Subsidiary of does not pay Taxes or file Tax Returns asserting that the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect or any Subsidiary is or may be subject to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company Taxes assessed by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingsuch jurisdiction.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries have prepared and has (i) timely filed (taking into account any extension of time within which to file) all material Tax Returns that are or were required to be filed by any of them under applicable Law with the appropriate Governmental Entity filed, and all such filed Tax Returns are true, correct and complete and accurate; in all material respects, (ii) the Company and each of its Subsidiaries have paid all material Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required by it, whether or not shown or determined to be withheld by due on such Tax Returns, other than any of them such amounts (including in connection with amounts paid x) currently payable without penalty or owing to any employeeinterest, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (iy) and (ii), with respect to matters being contested in good faith or by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iii) timely withheld, collected or deposited as of the date of this Agreementcase may be all material Taxes (determined both individually and in the aggregate) required to be withheld, there are not pending orcollected or deposited by it, and to the Knowledge of extent required, have been paid to the Companyrelevant taxing authority in accordance with applicable Law; and (iv) complied with all applicable information reporting requirements in all material respects. Neither the Company nor any Subsidiary (i) is subject to any outstanding audit, threatened in writingassessment, dispute or claim concerning any audits, examinations, investigations or other proceedings in respect of Taxes material Tax liability of the Company or any of its SubsidiariesSubsidiaries either within the Company’s Knowledge or claimed, and neither pending or raised by a taxing authority in writing; (ii) is a party to, bound by or otherwise subject to any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement (other than agreements, similar contracts or arrangements (A) to which only the Company nor any of and its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company are parties or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely B) entered into in the case ordinary course of business the CRA, has primary subject of which is not received such written notice within the past eight yearsTaxes); (iviii) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any a “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-1.6011- 4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (Civ) has any liability for the Taxes of any Person (other than the members of any consolidated group of which the Company or any is parent) arising from the application of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any similar analogous provision of federal, state, local or non-U.S. foreign Law), or as a transferee or successor; (viii) each Mexican Subsidiary of , by contract, or otherwise. No claim has been made by a tax authority in a jurisdiction where the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican or any Subsidiary of does not pay Taxes or file Tax Returns asserting that the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect or any Subsidiary is or may be subject to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company Taxes assessed by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingsuch jurisdiction.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth in Section 3.9(a) of the Company Letter, individually or in the aggregate, a Company Material Adverse Effect: (i) each of the Company, each Subsidiary of the Company and each Company Group (as hereinafter defined) has filed all material Tax Returns required to be filed; (ii) all such Tax Returns are complete and accurate in all material respects and disclose all material Taxes required to be paid by the Company, each Subsidiary of its Subsidiaries have prepared the Company and timely filed each Company Group for the periods covered thereby; (taking into account iii) to the Knowledge of Company, neither the Company, any Subsidiary of the Company nor any Company Group is currently the beneficiary of any extension of time within which to filefile any Tax Return; (iv) all material Taxes (whether or not shown on any Tax Returns required to be filed Return) owed by the Company, any Subsidiary of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateCompany or any Company Group have been timely paid or extensions for payment have been properly obtained; (iiv) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writingnone of the Company, any audits, examinations, investigations Subsidiary of the Company or other proceedings any member of any Company Group has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (vi) to the Knowledge of the Company, the Tax Returns referred to in clause (i), to the extent related to income Taxes, have not been examined by the appropriate taxing authority; (vii) to the Knowledge of the Company, there is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened with respect to Taxes of the Company, any Subsidiary of the Company or any Company Group which, if determined in a manner adverse to the Company, would be material; (viii) all deficiencies asserted in writing or assessments made in writing as a result of any examination of the Tax Returns referred to in clause (i) have been paid in full or are being timely and properly contested; (ix) to the Knowledge of the Company, there are no Tax rulings, requests for rulings, or closing agreements relating to the Company, any Subsidiary of the Company or any Company Group which could affect the liability for Taxes of the Company or any Subsidiary of its Subsidiaries, and neither the Company nor for any of its Subsidiaries has received written notice within period after the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)Closing Date; (ivx) there are no material liens for Taxes on any property upon the assets of the Company or any Subsidiary of its Subsidiaries, the Company except for Permitted Liensliens relating to current Taxes not yet due; (vxi) all material Taxes which the Company, any Subsidiary of the Company or any Company Group are required by law to withhold or to collect for payment have been duly withheld and collected and either have been paid to the appropriate Governmental Entity or accrued, reserved against and entered upon the books of the Company; (xii) neither the Company nor any Subsidiary of its Subsidiaries the Company has been a “controlled corporation” or a “distributing corporation” in party to any distribution occurring during the two-year period ending on last 3 years in which the date of this Agreement that was purported or intended parties to be governed by such distribution treated the distributions as one to which Section 355 of the CodeCode (or any similar provision of state, local or foreign law) applied; (vixiii) neither the Company nor any Subsidiary of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is is, or has ever been, a party to or is bound by any liable under a Tax sharingSharing Arrangement or Tax indemnity arrangement; and (xiv) the charges, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes accruals and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed reserves in respect of Taxes on the Balance Sheet are adequate in all material respects to provide for all unpaid Taxes (including any Mexican Tax invoice issued in favor of any Mexican Subsidiaries deferred Taxes) as of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingBalance Sheet Date.

Tax Matters. (a) Except as has not had and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time validly obtained within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all by any of them, including any Taxes required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, partner, independent contractor, creditor, customer, stockholder or other third party)with respect to any payments of royalties, except, in the case of clauses clause (i) and or clause (ii)) hereof, with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) the U.S. consolidated federal income Tax Returns of the Company have been examined by the Internal Revenue Service (or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired) for all taxable years through December 31, 2003; (iv) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of the Company, Company threatened in writing, any audits, examinations, investigations or other proceedings in respect of material Taxes, including U.S. federal income Taxes; (v) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens other than Liens for Taxes on any property not yet due, being contested in good faith or for which adequate accruals or reserves have been established in accordance with GAAP; and (vi) none of the Company or any of its Subsidiaries, except for Permitted Liens; Subsidiaries (vA) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement last two years that was purported or intended to be governed by Section 355 of the Code; , (viB) neither the Company nor any of its Subsidiaries is, or has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is been, a party to or is bound by any Tax sharing, allocation sharing or indemnification similar Tax agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), ) pursuant to which it will have any obligation to make any payments for Taxes after the Closing Date or (C) has engaged in any liability for transaction that has given rise to a disclosure obligation as a “listed transaction” under Section 6011 of the Taxes Code and the regulations promulgated thereunder during any open tax periods that has not been disclosed in the relevant Tax Returns of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingSubsidiary.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company PDN and each of its Subsidiaries have prepared in material compliance with the prescribed manner and timely filed within the time required by applicable Law (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them under applicable Law with all relevant Governmental Entities for all taxation or fiscal periods ending prior to the appropriate Governmental Entity date hereof, and all such filed Tax Returns are true, correct and complete and accurate; in all material respects, (ii) the Company PDN and each of its Subsidiaries have fully and timely paid all material Taxes required to be paid under applicable Law to the appropriate Governmental Entity shown thereon as owing and have withheld all material Taxes required to be withheld otherwise owed by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested PDN or any of its Subsidiaries within the time required by applicable Law, (iii) the financial statements included in good faith or for which the PDN SEC Documents reflect adequate reserves have been established for all material unpaid Taxes payable by PDN and its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements and neither PDN nor any of its Subsidiaries has incurred any material Tax liability since the date of such financial statements other than for Taxes arising in accordance with GAAP; the ordinary course of business and (iiiiv) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of the CompanyPDN, threatened in writingthreatened, any audits, examinations, investigations assessments, reassessments or other proceedings in respect of Taxes of the Company or any of its Subsidiaries(except, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRAclause (i), has not received such written notice within the past eight years); (ii) or (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiariesabove, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has matters contested in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law good faith and the obligation to receive the information contained for which adequate reserves have been established in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement accordance with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingGAAP).

Tax Matters. (a) Except as for those matters that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and each of its Subsidiaries have prepared and has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file) ), all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity it, and all such filed Tax Returns are correct and complete and accuratein all respects; (ii) the Company and each of its Subsidiaries have paid all Taxes required shown to be due on such Tax Returns have been timely paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them payable (including in connection with amounts paid whether or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (inot actually shown on such Tax Returns) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending orhave, to the Knowledge of the Company, threatened been adequately reserved for in writingthe Company SEC Documents; (iii) no deficiency with respect to Taxes has been proposed, asserted or assessed against the Company or any auditsof its Subsidiaries, examinations, investigations which has not been fully paid or adequately reserved in the financial statements included in the Company SEC Documents in accordance with GAAP; (iv) no audit or other administrative or court proceedings in are pending with any Governmental Authority with respect of to Taxes of the Company or any of its Subsidiaries, and no written notice of threatened or proposed audit or proceeding has been received; (v) there are no Liens for Taxes other than Permitted Liens upon any assets of the Company or any of its Subsidiaries and (vi) since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has incurred any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms ordinary course of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingbusiness.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company TiVo Material Adverse Effect: , (i) the Company TiVo and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are were complete and accurateaccurate when filed; (ii) the Company TiVo and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPshown as due on such Tax Returns; (iii) neither TiVo nor any of its Subsidiaries has any liability for Taxes of any Person (other than TiVo or such Subsidiaries) pursuant to any Tax allocation or sharing agreement (other than an agreement entered into in the ordinary course of business and the principal purpose of which is not the allocation or sharing of Taxes), under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, or otherwise; (iv) as of the date of this Agreement, there are not pending or, to the Knowledge of the CompanyTiVo, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company TiVo or any of its Subsidiaries, Subsidiaries and neither the Company TiVo nor any of its Subsidiaries has received written notice within the past six years given any currently effective waiver of any claim made by a Governmental Entity statute of limitations in a jurisdiction where the Company or any respect of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted LiensTaxes; (v) neither the Company TiVo nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the Code; and (vi) neither the Company TiVo nor any of its Subsidiaries has participated in entered into any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to haveotherwise disclosed in Schedule 3.9, individually or in the aggregate, a Company Material Adverse Effect: ------------ (i) the Company and each of its Subsidiaries have prepared and timely has filed (taking into account or joined in the filing of) when due all Tax Returns required by applicable law to be filed with respect to the Company and all Taxes shown to be due on such Tax Returns have been paid; (ii) all such Tax Returns were true, correct and complete in all material respects as of the time of such filing; (iii) all Taxes relating to periods ending on or before the Closing Date, owed by the Company (whether or not shown on any Tax Return) at any time on or prior to the Closing Date, if required to have been paid, have been paid (except for Taxes which are being contested in good faith); (iv) any liability of the Company for Taxes not yet due and payable, or which are being contested in good faith, has been provided for on the financial statements of the Company in accordance with and to the extent required by GAAP; (v) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Company in respect of any Tax or assessment, nor is any claim for additional Tax or assessment asserted by any Tax authority; (vi) no material claim has been made by any Tax authority in a jurisdiction where the Company does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction, nor to the Company's knowledge is any such assertion threatened; (vii) there is no outstanding request for any extension of time within which to file) all pay any Taxes or file any Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateReturns; (iiviii) there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Company; (ix) no property of the Company is "tax- exempt use property" within the meaning of Section 168(h) of the Code; (x) the Company is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954; (xi) the Company is currently and each for all periods since its formation has qualified as a "partnership" within the meaning of its Subsidiaries have Section 7701(a)(2) of the Code; (xii) the Company has a valid election in effect under Section 754 of the Code or, at the request of Buyer, will make a timely election under Section 754 of the Code with respect to the Purchased Interests; (xiii) Seller is not a "foreign person" within the meaning of Section 1445 of the Code; (xiv) the Company is not a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; and (xiv) the Company has withheld and paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all material Taxes required to be withheld by any of them (including in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (ii) the Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with or that the Company or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, independent contractor, creditor, customerstockholders or third party (in each case, stockholder whether or other third partynot shown on any Tax Return), except, in the case of clauses (i) and (ii), except with respect to matters contested in good faith or through appropriate proceedings and for which adequate reserves have been established established, in accordance with GAAP; GAAP on the financial statements of the Company and its Subsidiaries, (iii) as the U.S. federal income Tax Returns of the date of this AgreementCompany and its Subsidiaries have been examined through the Tax year ending December 31, 2004, and there are not pending orno currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to the Knowledge of the Companycompleted and settled examinations or any concluded litigation have been fully paid, threatened in writing, any (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (ivvi) there are no liens Liens for Taxes on any property of the assets of the Company or any of its Subsidiaries, except other than Company Permitted Liens for Permitted Liens; Taxes, (vvii) neither none of the Company nor or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; Code (vior any similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than such an agreement or arrangement (1) exclusively between or solely among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course members of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company) or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any analogous or similar provision of federal, state, local or non-U.S. foreign Tax Law), as a transferee transferee, successor, or successor; otherwise, in each case under this Section 3.14(viii) other than with respect to customary Tax indemnification provisions in Contracts not primarily relating to Taxes, and (viiiix) each Mexican Subsidiary none of the Company has complied with all or any of its obligations Subsidiaries has been a party to disclose reportable schemes any “listed transaction” within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la FederaciónTreasury Regulation 1.6011-4(b)(2); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all All material Tax Returns required to be filed by or on behalf of the Company and its subsidiaries have been filed when due (after giving effect to any valid extensions) in accordance with Applicable Law and are true, correct and complete in all material respects, (b) all material Taxes of them under applicable Law with the Company and its subsidiaries that are due and payable have been timely paid or withheld and remitted to the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; Entity, (iic) the Company and each of its Subsidiaries subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; GAAP an adequate accrual for all Taxes on the most recent financial statements included in the SEC Reports filed prior to the date hereof, (iiid) as the income and franchise Tax Returns of the date of this AgreementCompany and its subsidiaries through the Tax year ended December 31, 2008 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under Applicable Law, after giving effect to extensions or waivers, has expired, (e) there are not is no, claim, audit, action, suit, proceeding or investigation now pending or, or threatened in writing against or with respect to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations Company or other proceedings its subsidiaries in respect of Taxes of the Company any Tax or any of its SubsidiariesTax asset, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (ivf) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof, neither the Company nor any of this Agreement that its subsidiaries was purported a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code; , (vig) there are no liens for Taxes (other than Taxes not yet due and payable or Taxes being contested in good faith) upon any of the assets of the Company or any of its subsidiaries and (h) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); subsidiaries (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (Bi) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its SubsidiariesCompany), or (Cii) has any liability for the Taxes of any Person person (other than the Company Company, or any subsidiary of its Subsidiariesthe Company) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law)foreign law) or (iii) is a party to or is bound by any material Tax sharing, as a transferee allocation or successor; indemnification agreement or arrangement (viii) each Mexican Subsidiary other than such an agreement or arrangement the parties to which consist exclusively of the Company has complied with all of and its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code subsidiaries), and (Código Fiscal de la Federación); (ixi) each Mexican Subsidiary Section 3.14 of the Company has fulfilled Disclosure Schedule contains a list of all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has jurisdictions (whether foreign or domestic) in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of which the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor or any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingsubsidiaries currently files Tax Returns.

Tax Matters. (a) Except as disclosed in the SEC Reports or in Section 3.13 of the Disclosure Schedule or except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and them; (ii) all such filed Tax Returns are true, correct and complete and accuratein all material respects; (iiiii) all Taxes due and owed by the Company and its Subsidiaries (whether or not shown on any Tax Return) have been paid; (iv) neither the Company nor any of its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return; (v) no claim has ever been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any such Subsidy is or may be subject to taxation by that jurisdiction; (vi) there are no Liens on any of the assets or properties of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax; (vii) the Company and each of its Subsidiaries have has withheld and paid all Taxes required to be have been withheld and paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder shareholder or other third party), except, in the case of clauses (i) ; and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (vviii) neither the Company nor any of its Subsidiaries has been a “controlled corporation” waived any statute of limitations in respect of Taxes or a “distributing corporation” in agreed to any distribution occurring during the two-year period ending on the date extension of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations time with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income a Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, assessment or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingdeficiency.

Tax Matters. With respect to the Company and its Subsidiaries: (a) Except as would not reasonably be expected to haveall reports, individually returns, statements (including estimated reports, returns or in the aggregatestatements), a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns other similar filings required to be filed on or before the Closing Date by the Company (the “Tax Returns”) with respect to any of them under applicable Law Taxes have been timely filed, and were accurate and complete in all material respects when filed, with the appropriate Governmental Entity and Entities in all jurisdictions in which such filed Tax Returns are complete and accuraterequired to be filed, except where the failure to so file would not have a Material Adverse Effect; (iib) all Taxes owed by the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by (whether or not shown on any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (iTax Return) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) paid, except for Taxes as set forth on the Company’s balance sheet dated as of the date of this Agreement, there Report Date or which are not pending or, to the Knowledge yet due and payable; (c) none of the Companyforgoing Tax Returns contain any position which is, threatened in writingor would be, any audits, examinations, investigations or other proceedings in respect of Taxes subject to penalties under Section 6662 of the Company Code (or any corresponding provision of its Subsidiariesstate, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company local or any of its Subsidiaries, as applicable, does not file a foreign Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight yearslaw); (ivd) there are no liens for Taxes on Tax deficiencies have been proposed or assessed by any property of Tax authority against the Company or any of its Subsidiaries, except for Permitted Lienswhere such deficiencies would not have a Material Adverse Effect; (ve) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in are liable for any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any other Person (other than the Company or any of and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viiif) each Mexican Subsidiary of the Company has complied with all not extended or waived the application of its obligations to disclose reportable schemes within any statute of limitations of any jurisdiction regarding the meaning assessment or collection of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación)any income Tax; (ixg) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income is not a party to any income Tax allocation or sharing agreement; and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and (h) there are no Tax benefit has been claimed requests for rulings in respect of any Mexican income Tax invoice issued in favor of any Mexican Subsidiaries of pending between the Company by a Person included on the list published on the webpage of the Mexican and any Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingauthority.

Tax Matters. (a) Except Xxxxxxxx is hereby designated, and agrees to act, at the direction of the Board, as would not reasonably be expected to havethe “tax matters partner” (as defined in Section 6231 of the Code) (the “Tax Matters Partner”) for the Company. In carrying out its duties as Tax Matters Partner, individually or in the aggregate, a Company Material Adverse EffectXxxxxxxx agrees: (i) to not take any material action in its capacity as Tax Matters Partner on behalf of the Company without prior Unanimous Member Approval; and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) to deliver to GE in a timely manner, but no later than seven (7) Business Days following receipt of any material notices, documents or correspondence, copies of any and all material notices, material documents or other material correspondence addressed to the Company and each of that Xxxxxxxx receives in its Subsidiaries have paid all Taxes required to be paid under applicable Law capacity as Tax Matters Partner, or to the appropriate Governmental Entity and have withheld Tax Matters Partner on the Company’s behalf, from any taxing jurisdiction. Notwithstanding the foregoing, the extension of any statute of limitations, the making of any material tax election or the filing or settlement of any material action or material suit shall require the prior written consent of all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this AgreementMembers. In its capacity as Tax Matters Partner, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries Xxxxxxxx shall (A) is a party have only the duties applicable to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into tax matters partners specified in the Ordinary Course of Business)Code, (B) has been a member of an affiliated, consolidated, unitary not be held liable for Liabilities for any actions or combined group filing a consolidated federal income Tax Return (omissions other than a group the common parent of which is or was the Company or any for Liabilities arising out of its Subsidiaries)actions or omissions that constitute fraud or willful disregard of the provisions of the Code applicable to tax matters partners, or and (C) be indemnified and held harmless by the Company for any Liabilities reasonably incurred by it in [***] Confidential treatment has any liability been requested for the Taxes bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. connection with its actions, omissions, and status as Tax Matters Partner so long as such Liability is not attributable to its fraud or willful disregard of any Person (other than the Company or any provisions of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), the Code applicable to tax matters partners. The reasonable costs and expenses incurred by Xxxxxxxx as a transferee or successor; (viii) each Mexican Subsidiary of Tax Matters Partner shall be borne by the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingCompany.

Tax Matters. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by by, or with respect to any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) activities of, the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law subsidiaries prior to the appropriate Governmental Entity and date hereof have withheld all Taxes required to be withheld by any of them been timely filed (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (iexcept those under valid extension) and as of the time of filing, the Tax Returns were true and complete in all material respects, (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreementhereof, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of all Taxes of the Company and its subsidiaries have been paid or any of its Subsidiariesadequately provided for in accordance with GAAP on the most recent financial statements included in the Company SEC Reports filed prior to the date hereof, and (iii) neither the Company nor any of its Subsidiaries subsidiaries has received written notice within the past six years of any action, suit, proceeding, investigation, claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation byaudit against, or with respect to, any Taxes that have an obligation to file an income Tax Return innot been paid or otherwise settled, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on (other than Taxes not yet due and payable, that may thereafter be paid without interest or penalty, that have been adequately provided for in accordance with generally accepted accounting principles or for amounts being contested in good faith) upon any property of the assets of the Company or any of its Subsidiariessubsidiaries, except for Permitted Liens; and (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its SubsidiariesCompany), or (CB) has any liability for the Taxes of any Person person (other than the Company Company, or any subsidiary of its Subsidiariesthe Company) under Treasury Regulations Section regulation section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viiiforeign law) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) has entered into any election pursuant agreement or arrangement with any taxing authority with regard to Section 965(h) the tax liability of the Code, in each case, made prior to Company or any subsidiary affecting any tax period for which the Closingapplicable statute of limitations has not expired.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or otherwise set forth in Section 4.9(a) of the aggregate, a Company Material Adverse EffectDisclosure Schedule: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity all material Tax Returns (as hereinafter defined) required to have been filed, and all such filed Tax Returns are correct and complete and accuratein all material respects; (ii) all Taxes due and owing by the Company and each of its Subsidiaries have been timely paid; (iii) the most recent financial statements contained in the Company SEC Documents provide an adequate accrual for the payment of Taxes for the periods covered by such Company SEC Documents; (iv) the Company and each of its Subsidiaries have paid complied with all Taxes required to be paid under applicable Law material rules and regulations relating to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect withholding of Taxes and the remittance of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Lienswithheld Taxes; (v) neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Return in respect of any taxable year, which Tax Return has not since been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Codefiled; and (vi) neither there are no outstanding waivers, agreements or comparable consents that have been given by the Company nor or any of its Subsidiaries has participated in or with respect to any “listed transaction” within the meaning Tax Return of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor or any of its Subsidiaries (A) is a party regarding the statute of limitations with respect to any Taxes or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course Returns of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company Sicor and each of its Subsidiaries (A) have prepared duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them under applicable Law with as of the appropriate Governmental Entity date hereof and all such filed Tax Returns are complete and accurateaccurate in all material respects; (iiB) the Company and each (I) have timely paid all Taxes that are shown as due on such filed Tax Returns or that Sicor or any of its Subsidiaries have paid all are obligated to pay without the filing of a Tax Return, except with respect to Taxes that are being contested in good faith, and (II) no material penalties or charges are due with respect to the late filing of any Tax Return required to be paid under applicable Law filed by or with respect to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them on or before the Effective Time; (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (iC) and (ii), with respect to matters contested in good faith all material Tax Returns filed by or for which adequate reserves with respect to any of them, have been established in accordance not waived any statute of limitations with GAAPrespect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (iiiD) except as set forth on Section 5.1(n) of the Sicor Disclosure Schedules, as of the date of this Agreementhereof, there are do not pending orhave any deficiency, to the Knowledge of the Companyaudit, threatened in writingexamination, any audits, examinations, investigations investigation or other proceedings proceeding in respect of Taxes or Tax matters pending or proposed or threatened in writing; and (E) have provided adequate reserves in the most recent consolidated financial statements of the Company or any of Sicor and its Subsidiaries, and neither as disclosed in the Company nor Sicor Reports, for any material Taxes of Sicor on any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company that have not been paid, whether or any of its Subsidiaries, not shown as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes being due on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingReturns.

Tax Matters. (a) Except (i) Each Group Party has duly and timely filed all material Tax Returns which are required to be filed by or with respect to it, and has paid all material Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material aspects and disclose all Taxes required to be paid; (iii) except as would set forth on Schedule 4.25, all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed or, to the best Knowledge of the Group Parties, threatened, with respect to Taxes of the Group Parties or for which a Lien (except for Permitted Liens) may be imposed upon any of the Group Parties’ assets and, to the best Knowledge of the Warrantor, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Group Parties for which a Lien may be imposed on any of the Group Parties’ assets has been waived or extended, which waiver or extension is in effect; (vi) each Group Party has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all material Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by a Group Party; (vii) there is no Lien for Taxes (other than Permitted Liens) upon any of the assets of the Group Parties; (viii) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement, with respect to the Group Parties; (ix) no claim has ever been made by a Taxing Authority in a jurisdiction where such Group Party has not paid any Tax or filed Tax Returns, asserting that the Group Party is or may be subject to Tax in such jurisdiction; (x) the Group Parties have provided to the Acquiror true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2018; (xi) there is no outstanding power of attorney from the Group Parties authorizing anyone to act on behalf of the Group Parties in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the Group Parties; (xii) any Group Party is not, and has ever been, a party to any Tax sharing or Tax allocation Contract (other than a commercial agreement the primary purpose of which is not the sharing of Taxes); (xiii) any Group Party is not currently and has never been included in any consolidated, combined or unitary Tax Return; (xiv) to the Knowledge of the Warrantor, no issue has been raised by a Taxing Authority in any prior Action relating to the Group Parties with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to have, individually or result in a proposed Tax deficiency of the aggregate, a Company Material Adverse Effect: Group Parties for any other period; and (ixv) the Company and each of its Subsidiaries have prepared and timely filed (taking into account no Group Party has requested any extension of time within which to file) all Tax Returns required to be filed by file any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income which Tax Return in, that jurisdiction (and, solely in the case of the CRA, has since not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingfiled.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared Group has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all such filed Tax Returns are complete and accurateTaxes which have become due; (ii) the Company all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate and disclose all Taxes required to be paid under applicable Law paid; (iii) except as set forth on Schedule 5.28(a), all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed in writing or, to the appropriate Governmental Entity knowledge of the Company Group, threatened, with respect to Taxes of the Company Group or for which a Lien may be imposed upon any of the Company Group’s assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company Group for which a Lien may be imposed on any of the Company Group’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) to the knowledge of the Company Group, the Company Group has complied with all applicable Laws relating to the reporting, payment, collection and have withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company Group; (vii) to the knowledge of the Company Group, no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed on the transfer of the securities to Purchaser pursuant to this Agreement or otherwise with respect to or as a result of any transaction contemplated by this Agreement; (viii) none of the assets of the Company Group is required to be treated as owned by another Person for U.S. federal income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986); (ix) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company Group; (x) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the meaning of them (including in connection with amounts paid Section 7121 of the Code or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in analogous provision of the case of clauses (i) and (iiapplicable Law), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Company Group; (iiixi) except as of the date of this Agreementset forth on Schedule 5.28(xi), there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries no claim has received written notice within the past six years of any claim been made by a Governmental Entity Taxing Authority in a jurisdiction where the Company Group has not paid any tax or any of its Subsidiariesfiled Tax Returns, as applicable, does not file a Tax Return, asserting that the Company or such Subsidiary Group is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)jurisdiction; (ivxii) there are is no liens for Taxes outstanding power of attorney from the Company Group authorizing anyone to act on any property behalf of the Company Group in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of its Subsidiaries, except for Permitted Liensthe Company Group; (vxiii) neither the Company nor any of its Subsidiaries Group is not, and has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is ever been, a party to or is bound by any Tax sharingsharing or Tax allocation Contract, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement any customary commercial contract the principal subject of which is not Taxes; and (1xiii) exclusively between or among the Company and/or its Subsidiaries or (2) Group is not primarily related to Taxes currently and entered into has never been included in the Ordinary Course of Business), (B) has been a member of an affiliated, any consolidated, combined or unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was Tax Return that includes only the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingGroup.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries have prepared has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all such filed Tax Returns are complete and accurateTaxes which have become due; (ii) the Company all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate and disclose all Taxes required to be paid under applicable Law paid; (iii) except as set forth on Schedule 4.31, all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed or, to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any best knowledge of them (including in connection with amounts paid or owing to any employeethe Company, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii)threatened, with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries or for which a Lien may be imposed upon any of the Company’s or its Subsidiaries’ assets and, and neither to the best of the Company’s knowledge, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company nor or any of its Subsidiaries for which a Lien may be imposed on any of the Company’s or any of its Subsidiaries’ assets has received written notice been waived or extended, which waiver or extension is in effect; (vi) the Company and each of its Subsidiaries, has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company or such Subsidiary; (vii) the Transaction is not subject to withholding under Section 1445 of the Code; (viii) no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed on the transfer of the Units to Purchaser pursuant to this Agreement or otherwise with respect to or as a result of any transaction contemplated by this Agreement; (ix) none of the assets of the Company or any Subsidiary is required to be treated as owned by another Person for income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986) or otherwise; (x) none of the assets of the Company or any Subsidiary is “tax-exempt use property” within the past six years meaning of Section 168(h) of the Code, “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code, or subject to a “TRAC lease” under Section 7701(h) of the Code (or any predecessor provision); (xi) there is no Lien for Taxes upon any of the assets of the Company or any of its Subsidiaries; (xii) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement (within the meaning of Section 7121 of the Code or any analogous provision of applicable Law), with respect to the Company or any of its Subsidiaries; (xiii) no claim has ever been made by a Governmental Entity Taxing Authority in a jurisdiction where the Company or such Subsidiaries has not paid any of its SubsidiariesTax or filed Tax Returns, as applicable, does not file a Tax Return, asserting that the Company or such Subsidiary is or may be subject to income taxation byTax in such jurisdiction; (xiv) the Company has provided to Purchaser true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2007; (xv) there is no outstanding power of attorney from the Company or have an obligation any of its Subsidiaries authorizing anyone to file an income act on behalf of the Company or any of its Subsidiaries in connection with any Tax, Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on or Action relating to any property Tax or Tax Return of the Company or any of its Subsidiaries, except for Permitted Liens; (vxvi) neither the Company nor any none of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries)Subsidiaries is not, or has ever been, a party to any Tax sharing or Tax allocation Contract; (Cxvii) has any liability for the Taxes none of any Person (other than the Company or any of its SubsidiariesSubsidiaries is, or has ever been, included in any consolidated, combined or unitary Tax Return; (xviii) under Treasury Regulations Section 1.1502-6 (to the knowledge of the Company, no issue has been raised by a Taxing Authority in any prior Action relating to the Company or any of its Subsidiaries with respect to any Tax for any period which, by application of the same or similar provision of federalprinciples, state, local or non-U.S. Law), as could reasonably be expected to result in a transferee or successor; (viii) each Mexican Subsidiary proposed Tax deficiency of the Company has complied with all or any of its obligations Subsidiaries for any other period; (xix) none of the Company or any of its Subsidiaries has requested any extension of time within which to disclose reportable schemes file any Tax Return, which Tax Return has since not been filed; (xx) none of the Company or any of its Subsidiaries is a party to any Contract for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by the Company or such Subsidiary by reason of Section 162 or 404 of the Code; (xxi) none of the Company or any of its Subsidiaries is a party to a Contract that requires or would upon the occurrence of certain events require the Company or such Subsidiary to make a payment which would not be fully deductible under Section 280G of the Code without regard to whether such payment is reasonable compensation for services rendered and without regard to any exception that requires future action by any Person; (xxii) none of the Company or any of its Subsidiaries is a “consenting corporation” within the meaning of Article 199 Section 341(f) of the Federal Fiscal Code (Código Fiscal de la Federaciónas in effect prior to the repeal of such provision); (ixxxiii) each Mexican Subsidiary none of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor or any of its Subsidiaries will be has ever made or been required to include make an election under Section 336 or 338 of the Code; (xxiv) during the last two years, none of the Company or any item of income in, or to exclude any item of deduction from, taxable income its Subsidiaries has engaged in any taxable period exchange under which gain realized on the exchange was not recognized under Section 1031 of the Code; (xxv) none of the Company or portion thereof) ending after any of its Subsidiaries was a “distributing corporation” or a “controlled corporation” under Section 355 of the Closing Date as a result of (A) Code in any closing agreement, installment sale, transaction within the last two years or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to a plan or series of related transactions (within the meaning of Section 965(h355(e) of the Code) with any transaction contemplated by this Agreement; (xxvi) none of the Company or any of its Subsidiaries is, or has ever been, a “personal holding company” (within the meaning of Section 542 of the Code), a stockholder in each casea “controlled foreign corporation” (within the meaning of Section 957 of the Code), made a “foreign personal holding company” (within the meaning of Section 552 of the Code as in effect prior to the Closingrepeal of such section), or a “passive foreign investment company” (within the meaning of Section 1297 of the Code), or, except as set forth on Schedule 4.31, an owner in any entity treated as a partnership or disregarded entity for U.S. federal income tax purposes; (xxvii) none of the outstanding indebtedness of the Company or any of its Subsidiaries constitutes indebtedness to which any interest deduction may be limited or disallowed under Section 163(i), (j) or (l), 265 or 279 of the Code (or any comparable provision of applicable Law); (xxviii) except as set forth on Schedule 4.31, none of the Company or any of its Subsidiaries is or has been a “United States real property holding corporation” (within the meaning of Code Section 897(c)(2)) at any time during the period specified in Section 897(c)(l)(A)(ii) of the Code; (xxix) none of the Company or any of its Subsidiaries is or has been treated as a foreign corporation for U.S. federal income tax purposes, (xxx) the Company and, except as set forth on Schedule 4.31, each of its Subsidiaries is and always has been treated as a partnership for U.S. federal income tax purposes; (xxxi) immediately following the Transaction, the Purchaser will not constitute an “investment company” for purposes of Section 351(e) of the Code and the Treasury Regulations promulgated thereunder; and (xxxii) immediately after the Transaction, the Members will be in “control” of the Purchaser within the meaning of Sections 351(a) and 368(c) of the Code.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or set forth in the aggregateLIN Financial Statements, a Company Material Adverse Effect: the LIN Disclosure Letter, or the LIN SEC Documents, (i) the Company LIN and each of its Subsidiaries subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) with the appropriate taxing authorities all material Tax Returns required to be filed by through the date hereof and will timely file any of them such material Tax Returns required to be filed on or prior to the Closing Date (except those under applicable Law with the appropriate Governmental Entity valid extension) and all such filed Tax Returns are complete and accurate; will be true and correct in all material respects, (ii) the Company all Taxes of LIN and each of its Subsidiaries have paid all Taxes required subsidiaries shown to be paid under applicable Law to due on the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including Tax Returns described in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses clause (i) and above have been or will be timely paid or adequately reserved for in accordance with GAAP (ii), with respect except to matters the extent that such Taxes are being contested in good faith or for which adequate reserves have been established in accordance with GAAP; faith), (iii) as of the date of this Agreementno material deficiencies for any Taxes have been proposed, there are not pending orasserted, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company assessed against LIN or any of its Subsidiariessubsidiaries that have not been fully paid or adequately provided for in the appropriate financial statements of LIN and its subsidiaries, and no power of attorney in respect of any Taxes has been executed or filed with any taxing authority and no material issues relating to Taxes have been raised in writing by any Governmental Entity during any presently pending audit or examination, (iv) LIN and its subsidiaries are not now subject to audit by any taxing authority and no waivers of statutes of limitation in respect of the Tax Returns have been given by or requested in writing from LIN or any of its subsidiaries, (v) there are no material liens for Taxes (other than for Taxes not yet due and payable) on any assets of LIN or any of its subsidiaries, (vi) neither the Company LIN nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) subsidiaries is a party to or is bound by (nor will any Tax of them become a party to or bound by) any tax indemnity, tax sharing, tax allocation agreement, or indemnification agreement similar agreement, arrangement, or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into practice in the Ordinary Course respect of Business)Taxes, (Bvii) neither LIN nor any of its subsidiaries has ever been a member of an affiliatedaffiliated group of corporations within the meaning of Section 1504 of the Code, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a the affiliated group of which LIN is the common parent parent, (viii) neither LIN nor any of which is its subsidiaries has filed a consent pursuant to the collapsible corporation provisions of Section 341(f) of the Code (or was any corresponding provision of state or local Law) or agreed to have Section 341(f)(2) of the Company Code (or any corresponding provisions of state or local Law) apply to any disposition of any asset owned by LIN or any of its Subsidiaries)subsidiaries, or as the case may be, (Cix) has any liability for the Taxes of any Person (other than the Company or neither LIN nor any of its Subsidiariessubsidiaries has agreed to make, nor is any required to make, any adjustment under Section 481(a) under Treasury Regulations Section 1.1502-6 (of the Code or any similar provision of federal, state, local local, or non-U.S. Law)foreign Law by reason of a change in accounting method or otherwise, (x) LIN and its subsidiaries have complied in all material respects with all applicable Laws relating to withholding of Taxes, and (xi) no property owned by LIN or any of its subsidiaries: (A) is property required to be treated as being owned by another person pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954, as a transferee or successoramended and in effect immediately prior to the enactment of the Tax Reform Act of 1986; (viiiB) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes constitutes "tax exempt use property" within the meaning of Article 199 Section 168(h)(l) of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to is tax exempt bond financed property within the meaning of Section 965(h168(g) of the Code, in each case, made prior to the Closing.

Tax Matters. Except to the extent that the inaccuracy of any of the following (a) Except as would not reasonably be expected or the circumstances giving rise to havesuch inaccuracy), individually or in the aggregate, would not have a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries have prepared subsidiaries, and any consolidated, combined, unitary or aggregate group for tax purposes of which the Company or any of its subsidiaries is or has been a member, has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by it in the manner provided by law, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements according to generally accepted accounting principles for any of them under applicable Law with the appropriate Governmental Entity and all such filed Taxes that have not been paid, whether or not shown as being due on any Tax Returns are complete and accurateReturns; (ii) the Company and each of its Subsidiaries have paid all no material claim for unpaid Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid has become a lien or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years encumbrance of any claim made by a Governmental Entity in a jurisdiction where kind against the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, subsidiaries or is being asserted against the Company or any of its subsidiaries except for Permitted Liensstatutory liens for Taxes not yet due; no audit of any Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority; and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or any of its subsidiaries and is currently in effect; and (viii) neither the Company nor any of its Subsidiaries subsidiaries is a party to or is otherwise bound by (or has any assets bound by) any Tax indemnity, Tax sharing or Tax allocation agreement or arrangement except for the tax sharing arrangement with Xxxxxxxx'x Nursery, Inc. (a true and complete copy of which has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended provided to be governed by Section 355 of the Code; (vi) neither Purchaser). Neither the Company nor any of its Subsidiaries subsidiaries has participated in any “listed transaction” undergone an "ownership change" within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither 382 of the Company nor Code. As used herein, "Taxes" shall mean any taxes of its Subsidiaries (A) is a party any kind, including but not limited to those on or is bound measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax sharingReturn" shall mean any return, allocation report or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related statement required to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or be filed with any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations governmental authority with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingTaxes.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) The Company and each of its Subsidiaries have filed all federal, and all material state, local and foreign Tax Returns required to have been filed or appropriate extensions therefor have been properly obtained, and such Tax Returns are correct and complete in all material respects; (ii) all material Taxes shown to be due on such Tax Returns have been timely paid or extensions for payment have been properly obtained; (iii) the Company and each of its Subsidiaries have prepared complied in all material respects with all rules and timely filed regulations relating to the withholding of Taxes; (taking into account iv) any extension of time within which to file) all federal income Tax Returns referred to in clause (i) have been examined by the IRS or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liensexpired; (v) no material issues that have been raised in writing by the relevant taxing authority in connection with the examination of the Tax Returns referred to in clause (i) are currently pending; (vi) all material deficiencies asserted or assessments made in writing as a result of any examination of such Tax Returns by any taxing authority have been paid in full; (vii) during the past three years, neither the Company nor any of its Subsidiaries has been a “distributing or controlled corporation” or corporation in a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or transaction intended to be governed by qualify for tax-free treatment under Section 355 of the Code; (viviii) no withholding is required under Section 1445 of the Code in connection with the Merger; (ix) during the last five years, neither the Company nor any of its Subsidiaries has participated in been a party to any so-called “listed transaction” within identified by the meaning of Treasury Regulations Section 1.6011-4(b)(2)IRS; (viix) neither the Company nor has not waived any statute of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to limitations in respect of Taxes and entered into in (xi) there are no liens for Taxes upon the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary assets of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingexcept Permitted Encumbrances.

Tax Matters. (a) Except as would not be reasonably be expected to havelikely, individually or in the aggregate, a Company Material Adverse Effect: to exceed $100,000, (i) the The Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (ii) the Company and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employeethem, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of the Company, threatened in writing, any audits, examinations, investigations investigations, actions, suits, claims or other proceedings in respect of Taxes of nor has any deficiency for any Tax been assessed by any Governmental Entity in writing against the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has made any compensatory payments or has been or is a party to any compensatory agreement, contract, arrangement, or plan that provides for compensatory payments that were not deductible or could reasonably be expected to be nondeductible under Code Section 162(m), (v) all Taxes required to be withheld by the Company and its Subsidiaries have been withheld and paid over to the appropriate Tax authority, (vi) the Company has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement since January 1, 2006 that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); , (vii) neither the Company nor any of its Subsidiaries has entered into any transaction defined under Sections 1.6011-4(b)(2), -4(b)(3) or -4(b)(4) of the Treasury Regulations promulgated under the Code, (Aviii) the Company is a party not the beneficiary of any extension of time within which to or is bound by file any material Tax sharingReturn, allocation or indemnification agreement or arrangement (ix) to the Company’s knowledge there are no liens for Taxes (other than such an agreement or arrangement Taxes not yet due and payable) upon any of the material assets of the Company, (1x) exclusively between or among the Company and/or its Subsidiaries or (2) has not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its SubsidiariesCompany), or (C) has and does not have any liability for the Taxes of any Person person (other than the Company or any of its SubsidiariesCompany) under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or any similar provision of federal, state, local local, or non-U.S. Lawforeign law), as a transferee or successor; , by contract, or otherwise, and (viiixi) each Mexican Subsidiary of the Company has complied with all of its obligations is not a party to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding or bound by any tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, allocation or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing sharing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. Except as disclosed on Schedule 4.12, (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any in respect of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) business of the Company and each of its Subsidiaries on or prior to the Closing Date have paid been or will be filed when due in timely fashion and were or will be correct and complete in all material respects; (b) all Taxes required shown on such Returns that are due on or prior to the Closing Date have been or will be paid under applicable Law when due in timely fashion or adequate accruals have been or will be established for the payment of such Taxes; (c) to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of the Company, threatened in writingthere is no action, suit, proceeding, investigation, audit or claim now pending regarding any auditsTaxes relating to the income, examinationsproperties or operations of the businesses of the Company and its Subsidiaries; (d) there are no agreements for the extension of the time for assessment of any Taxes relating to the income, investigations properties or other proceedings in respect operations of the businesses of the Company and its Subsidiaries; (e) all Taxes relating to the income, properties or operations of the business of the Company and its Subsidiaries, which Taxes the Company or any Subsidiary is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper authorities to the extent due and payable; and (f) there are no Tax sharing or allocation agreements involving the Company or any Subsidiary and any other entity other than the tax sharing agreement among the Company and certain of its Subsidiariessubsidiaries dated September 24, and 1993. Except as disclosed on Schedule 4.12, neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the any Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (Group other than the Company or any Group of its Subsidiaries) under Treasury Regulations Section 1.1502-6 which the Company is now a member (or any similar provision other than Company Groups of federal, state, local or non-U.S. Lawwhich it may have been a member prior to it becoming a member of a Company Group which includes the Company), as . As a transferee or successor; (viii) each Mexican Subsidiary result of the Company has complied with all transactions contemplated by this Agreement, none of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries Subsidiary will be required obligated to include any item make a payment to an individual that would be a "parachute payment" to a "disqualified individual" as those terms are defined in Section 280G of income inthe Code, without regard to whether such payment is reasonable compensation for personal services performed or to exclude be performed in the future. Neither the Company nor any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as Subsidiary has filed a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to consent under Section 965(h341(f) of the Code, in each case, made prior to the Closingconcerning collapsible corporations.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Rovi Material Adverse Effect: , (i) the Company Rovi and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are were complete and accurateaccurate when filed; (ii) the Company Rovi and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPshown as due on such Tax Returns; (iii) neither Rovi nor any of its Subsidiaries has any liability for Taxes of any Person (other than Rovi or such Subsidiaries) pursuant to any Tax allocation or sharing agreement (other than an agreement entered into in the ordinary course of business and the principal purpose of which is not the allocation or sharing of Taxes), under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, or otherwise; (iv) as of the date of this Agreement, there are not pending or, to the Knowledge of the CompanyRovi, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company Rovi or any of its Subsidiaries, Subsidiaries and neither the Company Rovi nor any of its Subsidiaries has received written notice within the past six years given any currently effective waiver of any claim made by a Governmental Entity statute of limitations in a jurisdiction where the Company or any respect of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted LiensTaxes; (v) neither the Company Rovi nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement hereof that was purported or intended to be governed by Section 355 of the Code; and (vi) neither the Company Rovi nor any of its Subsidiaries has participated in entered into any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any . It is agreed and understood that no representation or warranty of its Subsidiaries (A) Rovi is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed made in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income matters in any taxable period (or portion thereof) ending after the Closing Date as a result Section of (A) any closing agreementthis Agreement other than Section 4.8, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to this Section 965(h) of the Code, in each case, made prior to the Closing4.12 and Section 4.28.

Tax Matters. (a) Except as would not be reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared Parent Party has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all such filed Tax Returns are complete and accurateTaxes which have become due; (ii) the Company all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate and disclose all Taxes required to be paid under applicable Law paid; (iii) all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed in writing or, to the appropriate Governmental Entity knowledge of the Parent Parties, threatened, with respect to Taxes of the Parent Parties or for which a Lien may be imposed upon any of the Parent Parties’ assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Parent Parties for which a Lien may be imposed on any of the Parent Parties’ assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) to the knowledge of the Parent Parties, the Parent Parties have complied with all applicable Laws relating to the reporting, payment, collection and have withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Purchase Parties; (vii) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Parent Parties; (x) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the meaning of them (including in connection with amounts paid Section 7121 of the Code or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in analogous provision of the case of clauses (i) and (iiapplicable Law), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Parent Parties; (iiixi) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any last three years, no claim has been made by a Governmental Entity Taxing Authority in a jurisdiction where the Company Parent Parties have not paid any tax or filed Tax Returns, asserting that the any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary Parent Parties is or may be subject to income taxation byTax in such jurisdiction; (xii) no Parent Party is, or have an obligation to file an income Tax Return inhas ever been, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharingsharing or Tax allocation Contract, allocation or indemnification agreement or arrangement (other than such an agreement any customary commercial contract the principal subject of which is not Taxes; and (xiv) neither Parent Party is currently or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into has ever been included in the Ordinary Course of Business), (B) has been a member of an affiliated, any consolidated, combined or unitary or combined group filing a consolidated federal income Tax Return (other than a group Tax Return that includes only the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingParent Parties.

Tax Matters. (a) Except as would not reasonably be expected to haveThe Partnership has from the date of its formation qualified as, individually or in and on the aggregateClosing date shall qualify as, a partnership for federal and state income tax purposes in accordance with subchapter K of the Internal Revenue Code of 1986 as amended (the "CODE") and corresponding state statutes and any regulations and rules promulgated thereunder. The Company Material Adverse Effect: has filed all federal, state, local and franchise tax reports and returns, and all other material reports, returns and other documents (icollectively, the "TAX RETURNS") the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by with any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law)other taxing authorities (each a "TAXING AUTHORITY", as a transferee or successor; (viiicollectively, the "TAXING AUTHORITIES") each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of all relevant taxes, including without limitation income, premium, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), stamp, leasing, lease, user, excise, duty, franchise, transfer, license, withholding, payroll, employment, fuel, excess profits, occupational and interest equalization, windfall profits, severance, and other charges (including interest and penalties) (collectively, the "TAXES") and in accordance with all tax sharing agreements to which any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of Seller or the Company may be a party. All Taxes required or anticipated to be paid by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required for all periods prior to include any item of income inand including March 31, 1998 have been paid or accrued or otherwise provided for by the Company and all such Company Taxes for periods prior to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after and including the Closing Date shall be paid or accrued or otherwise provided for (to the extent required to be accrued or provided for in accordance with the Company's prior practice and in the ordinary course of business) by the Company prior to Closing, including any of the Company's Taxes that may be due or claimed to be due as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) the consummation of the Codetransactions contemplated by this Agreement. All Taxes which are required to be withheld or collected by the Company have been duly withheld or collected and, in each case, made prior to the Closingextent required, have been paid to the proper Taxing Authority or properly segregated or deposited as required by applicable laws. There are no Liens for Taxes upon any property or assets of the Company except for liens for Taxes not yet due and payable.

Tax Matters. (a) Except as to the extent that such failures in the aggregate would not reasonably be expected to haveresult in Taxes being imposed upon or incurred by the Company or any Subsidiary exceeding Two Hundred Thousand Dollars ($200,000), individually or within the times and in the aggregatemanner prescribed by applicable law, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries (and their predecessors) have properly prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by applicable law and have timely paid all Taxes due and payable (whether or not shown on any of them under applicable Law with the appropriate Governmental Entity and all Tax Return). All such filed Tax Returns are true, correct and complete and accurate; (ii) the in all material respects. The Company and each of its Subsidiaries (and their predecessors) have paid complied in all Taxes required material respects with all applicable laws relating to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither Taxes. Neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company Subsidiary (or any of its Subsidiaries, as applicable, does not file predecessor thereof) (i) has filed a Tax Return, that the Company consent or such Subsidiary is or may be subject agreement pursuant to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (ivSection 341(f) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; , (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (Aii) is a party to or is bound by any closing agreement, offer in compromise or any other agreement with any Tax sharingauthority or any Tax indemnity or Tax sharing agreement with any person, allocation (iii) has present or indemnification agreement or arrangement (contingent liabilities for Taxes, other than such Taxes incurred in the ordinary course of business thereof and reflected on the most recent balance sheet included in the Financial Statements or incurred in the ordinary course of business since the date of the most recent Financial Statements in amounts consistent with prior years, (iv) has engaged in a trade or business, or had a permanent establishment (within the meaning of an applicable tax treaty), within a country other than the United States, (v) is a party to an agreement that could give rise to an "excess parachute payment" within the meaning of Section 280G of the Code or arrangement to remuneration the deduction for which could be disallowed under Section 162(m) of the Code, (vi) has issued options or stock purchase rights (or similar rights) that purported to be governed by Sections 421 or 423 of the Code that were not so governed when issued, or (vii) has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. There are and have been no (1) exclusively between proposed, threatened or among actual assessments, audits, examinations or disputes as to Taxes relating to the Company and/or its Subsidiaries or any Subsidiary (or their predecessors), and Section 2.13 of the Disclosure Letter identifies all such matters (whether or not material) that have not been finally resolved with all amounts owed thereunder fully reflected in the Company SEC Reports to the extent required under United States generally accepted accounting principles, (2) not primarily related adjustments under Section 481 of the Code or any similar adjustments with respect to the Company or any Subsidiary (or their predecessors), or (3) waivers or extensions of the statute of limitations with respect to Taxes and entered into for which the Company or any Subsidiary could be held liable. Neither the Company nor any Subsidiary (nor any predecessor thereof) has been a "distributing corporation" or a "controlled corporation" in connection with a distribution described in Section 355 of the Ordinary Course of Business), Code. Neither the Company nor any Subsidiary (Bnor any predecessor thereof) has been a member of an affiliatedaffiliated group of corporations, consolidatedwithin the meaning of Section 1504 of the Code, or a member of a combined, consolidated or unitary group for state, local or combined group filing a consolidated federal income foreign Tax Return (purposes, other than a an affiliated group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingCompany.

Tax Matters. (a) Except as would not have, or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (ii) the Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with or that the Company or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, independent contractor, creditor, customershareholders or third party (in each case, stockholder whether or other third partynot shown on any Tax Return), except, in the case of clauses (i) and (ii), except with respect to matters contested in good faith or through appropriate proceedings and for which adequate reserves have been established established, in accordance with GAAP; GAAP on the financial statements of the Company and its Subsidiaries, (iii) as of the date of this Agreement, there are not pending orno currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) all assessments for Taxes due with respect to the Knowledge of the Companycompleted and settled examinations or any concluded litigation have been fully paid, threatened in writing, any (v) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (ivvi) there are no liens Liens for Taxes on any property of the assets of the Company or any of its SubsidiariesSubsidiaries other than statutory Liens for Taxes not yet due and payable, except for Permitted Liens; (vvii) neither none of the Company nor or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; Code (vior any similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than such an agreement or arrangement (1) exclusively between or solely among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course members of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company) or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any analogous or similar provision of federal, state, local or non-U.S. foreign Tax Law), as a transferee transferee, successor, or successor; otherwise, and (viiiix) each Mexican Subsidiary none of the Company has complied with all or any of its obligations Subsidiaries has been a party to disclose reportable schemes any “listed transaction” within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la FederaciónTreasury Regulation 1.6011-4(b)(2); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries have prepared subsidiaries, and any ----------- consolidated, combined or unitary group for tax purposes of which the Company or any of its subsidiaries is or has been a member, has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any it in the manner provided by law except where the failure to file would not be reasonably likely to have a material adverse effect on the financial condition, properties, business or results of them under applicable Law with operations of the appropriate Governmental Entity Company and all its subsidiaries taken as a whole. All such filed Tax Returns are true, correct and complete and accurate; (ii) the in all material respects. The Company and each of its Subsidiaries subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity (including interest and have withheld all Taxes penalties) due or required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, independent contractorcreditor or third party or have provided adequate reserves in their financial statements for any Taxes that have not been paid, creditor, customer, stockholder whether or other third party), except, not shown as being due on any returns. Except as has been disclosed to Purchaser in the case of clauses Schedule 6.1(n) to this Agreement: (i) and (ii), with respect to matters contested in good faith no material claim for unpaid Taxes has become a lien or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years encumbrance of any claim made by a Governmental Entity in a jurisdiction where kind against the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Lienssubsidiaries or is being asserted against the Company or any of its subsidiaries; (vii) no audit, examination, investigation or other proceeding in respect of Taxes is pending, threatened or being conducted by a Tax Authority; (iii) no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by the Company or any of its subsidiaries and is currently in effect; (iv) neither the Company nor any of its Subsidiaries subsidiaries is a party to, is bound by, or has any obligation under, or potential liability with regards to, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement; (v) no power of attorney has been a “controlled corporation” granted by or a “distributing corporation” in with respect to the Company or any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended its subsidiaries with respect to be governed by Section 355 of the Codeany matter relating to Taxes; (vi) neither the Company nor any of its Subsidiaries has participated subsidiaries is a party to any agreement, plan, contract or arrangement that would result, separately or in the aggregate, in the payment of any “listed transaction” "excess parachute payments" within the meaning of Treasury Regulations Section 1.6011-4(b)(2)280G of the Code; (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) subsidiaries has any liability for deferred intercompany gain or loss arising as a result of a deferred intercompany transaction within the Taxes meaning of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 13 (or any similar provision of federal, under state, local or nonforeign law) or any excess loss accounts within the meaning of Treasury Regulation Section 1.1502-U.S. Law), as a transferee or successor19; (viii) each Mexican Subsidiary of the Company is not and has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code not been a United States real property holding corporation (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has as defined in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(ii) of the Code. As used herein, in each case"Taxes" ----- shall mean any taxes of any kind, made prior including but not limited to the Closingthose on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report ---------- or statement required to be filed with any governmental authority with respect to Taxes.

Tax Matters. (a) Except With respect to the Company, except as would not reasonably be expected to haveset forth in ----------- Schedule 4.1(q), individually or in the aggregate, a Company Material Adverse Effect: (i) the Company all reports, returns, statements (including, without limitation, estimated reports, returns, or statements), and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns other similar filings required to be filed on or before the Closing Date by the Company (or the common parent of the affiliated, consolidated, combined and/or unitary group of which the Company is a member) (the "Tax Returns") with respect to any of them under applicable Law Taxes have been or will be timely filed with the appropriate Governmental Entity and governmental agencies in all jurisdictions in which such filed Tax Returns are complete and accuraterequired to be filed; (ii) the Company Tax Returns are or will be true and each of its Subsidiaries have paid correct in all material respects, and all Taxes required to be paid under applicable Law reported on such returns, and all other material Taxes of the Company that are due on or prior to the appropriate Governmental Entity and have withheld all Closing Date (except those Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested that are being disputed in good faith or and for which adequate reserves provision has been made in the Company's Financial Statements to the extent required by GAAP), have been established in accordance with GAAPor will be paid; (iii) as the Company (or the common parent of the date affiliated, consolidated, combined and/or unitary group of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of which the Company is a member) has not extended or any of its Subsidiaries, and neither waived the Company nor any of its Subsidiaries has received written notice within the past six years application of any claim made by a Governmental Entity in a statute of limitations of any jurisdiction where regarding the Company assessment or collection of any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)Tax; (iv) there are no liens for Taxes on any property audits, claims, proposed or final deficiency notices, assessments, levies, administrative proceedings, or lawsuits pending or, to the knowledge of Seller, threatened against the Company or by any of its Subsidiaries, except for Permitted Lienstaxing authority; (v) neither there are no liens for Taxes upon any of the Assets except liens for Taxes not yet delinquent; (vi) the Company nor does not have any liability for the Taxes of its Subsidiaries any Person other than the Company under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign tax law); (vii) no agreements relating to the allocation or sharing of, or liability or indemnification for, Taxes exist among the Company and any other Person; (viii) all Taxes required by law to be withheld or collected by the Company (including, but not limited to, Taxes required to be withheld with respect to amounts paid or owing to any officer, employee, creditor, stockholder, independent contractor or other person) have been timely withheld or collected and, to the extent required by Law, have been timely paid, remitted or deposited to or with the relevant taxing authority in all material respects; (ix) no closing agreement or agreement pursuant to Section 7121 of the Code or any similar provision of any state, local or foreign law has been a “controlled corporation” entered into by or a “distributing corporation” with respect to the Company, and the Company has not agreed to make any adjustment pursuant to Section 481(a) of the Code (or any predecessor provision) by reason of any change in any distribution occurring during accounting method of the two-year period ending on Company, which requires the date Company to include any item of this Agreement income in, or exclude any item of deduction from, any Tax Return; (x) the Company has not filed a consent under Section 341(f) of the Code concerning collapsible corporations; (xi) the Company has not made any material payments nor is it obligated to make material payments, nor is it a party to any agreement that was purported or intended under certain circumstances could obligate it to make any material payments that will not be governed by deductible under Section 355 280G of the Code; (vixii) neither except for Taxes resulting from any Section 338(h)(10) Election, the unpaid income Taxes of the Company nor do not as of the Most Recent Financial Statements for the Company, exceed the reserve for Tax liability (rather than any reserve for deferred taxes established to reflect timing differences between book and tax income) set forth on the face of its Subsidiaries has participated the Most Recent Financial Statements for the Company (rather than in any “listed transaction” within notes thereto) and will not exceed that reserve as adjusted for operations and transactions through the meaning Closing Date in accordance with past custom and practice in the filing of Treasury Regulations Section 1.6011-4(b)(2)the Company's Tax returns; (viixiii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) has not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined affiliated group of corporations filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax CodeSeller; and (xxiv) neither the all material income Taxes owed by any affiliated group with which Company nor any of its Subsidiaries has filed a consolidated return have been or will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any paid for each taxable period (or portion thereof) ending after the Closing Date as during which Company was a result member of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingsuch group.

Tax Matters. (a) Except as for those matters that would not reasonably be expected to havenot, individually or in the aggregate, have or would reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and each of its Subsidiaries have prepared and has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file) ), all Tax Returns (as hereinafter defined) required to be filed by any of them under applicable Law with the appropriate Governmental Entity it, and all such filed Tax Returns are complete correct and accuratecomplete; (ii) the Company and each of its Subsidiaries have paid all Taxes required shown to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves due on such Tax Returns have been established in accordance with GAAPtimely paid; (iii) as no deficiency with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries which has not been fully paid or adequately reserved in the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations Company SEC Documents; (iv) no audit or other administrative or court proceedings in are pending with any Governmental Authority with respect of to Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received no written notice within thereof has been received; (v) there are no outstanding requests, agreements, consents or waivers to extend the past six years statutory period of limitations applicable to the assessment of any claim made by a Governmental Entity in a jurisdiction where Taxes or deficiencies against the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case Subsidiaries and no power of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of attorney granted by the Company or any of its Subsidiaries, except for Permitted LiensSubsidiaries with respect to any Taxes is currently in force; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; and (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company and its Subsidiaries has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect applicable Laws relating to the labor structure that it has in place, including the 6% payment and withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingTaxes.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth on Schedule 4.12(a), individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension valid extensions of time within which to file) all federal and state income Tax Returns and all other material Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accuratethem; (ii) the all such Tax Returns filed by Company or Subsidiaries are true, complete and each of its Subsidiaries have paid accurate in all material respects; (iii) all Taxes required to be paid under applicable Law by Company, Subsidiaries, and Sellers (related solely to the appropriate Governmental Entity and Company or Subsidiaries) have withheld all been timely paid or withheld, including Taxes required to be have been withheld and paid by any of them (including in connection with amounts paid or owing by them to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the actual or, to Company’s Knowledge, proposed Tax deficiencies, assessments or adjustments with respect to Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the there is no action, suit, taxing authority proceeding or audit now in progress or pending or, to Company’s Knowledge, threatened against or with respect to Company nor any of its Subsidiaries or Subsidiaries, and no such action, suit, taxing authority proceedings or audit has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended occurred subsequent to be governed by Section 355 of the CodeJanuary 1, 2003; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) Subsidiary is a party to or is bound by any Tax allocation, sharing, allocation indemnity or indemnification similar agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the with any Person and neither Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or nor any of its Subsidiaries), or (C) Subsidiary has any liability for the Taxes of currently effective contractual obligation to indemnify any other Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it Taxes; (vii) no claim has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has ever been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company made by a Person included on the list published on the webpage of the Mexican taxing authority in a jurisdiction where Company or Subsidiaries do not pay Taxes or file Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Returns that Company nor any of its or Subsidiaries will are or may be required subject to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.Taxes assessed by such jurisdiction;

Tax Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect: (ia) all Tax Returns that were required to be filed by or with respect to the Company and each Partnership or any of its Subsidiaries have prepared been duly and timely filed or caused to be timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; , (iib) all Taxes owed by the Company and each Partnership or any of its Subsidiaries that are or have become due have been timely paid all Taxes required in full or caused to be timely paid under applicable Law to in full or an adequate reserve for the appropriate Governmental Entity payment of such Taxes has been established in their books and have withheld all Taxes required to be withheld by records, (c) there are no Liens on any of them (including the assets of the Partnership or any of its Subsidiaries that arose in connection with amounts paid any failure (or owing alleged failure) to pay any employeeTaxes on any of such assets, independent contractor(d) there is no claim against the Partnership or any of its Subsidiaries for any Taxes, creditorand no assessment, customerdeficiency, stockholder or other third party)adjustment has been asserted, exceptproposed, or threatened in the case of clauses (i) and (ii), writing with respect to matters contested in good faith any Taxes or for which adequate reserves have been established in accordance Tax Returns of or with GAAP; (iii) as of the date of this Agreement, there are not pending or, respect to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company Partnership or any of its Subsidiaries, (e) the Partnership is classified as an association taxable as a corporation in accordance with Treasury Regulations Section 301.7701-3 and neither (f) the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, Partnership has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company constituted either a “distributing corporation” or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or in a “distributing corporation” distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code in any distribution occurring during the two-year period ending on two years prior to the date of this Agreement that was purported or intended to be governed by Section 355 in a distribution which could otherwise constitute part of the Code; a “plan” or “series of related transactions” (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h355(e) of the Code, ) in each case, made prior conjunction with the transactions contemplated by this Agreement. Notwithstanding anything to the Closingcontrary contained elsewhere in this Agreement, this Section 4.11 and Section 4.12 contain the sole and exclusive representations and warranties with respect to Tax matters.

Tax Matters. (a) Except as would not reasonably be expected to haveotherwise disclosed in Schedule 4.9, individually or in the aggregate, a Company Material Adverse Effect: ------------ (i) the Company and each of its Subsidiaries have prepared and timely Buyer has filed (taking into account or joined in the filing of) when due all Tax Returns required by applicable law to be filed with respect to the Buyer and all Taxes shown to be due on such Tax Returns have been paid; (ii) all such Tax Returns were true, correct and complete in all material respects as of the time of such filing; (iii) all Taxes relating to periods ending on or before the Closing Date owed by the Buyer (whether or not shown on any Tax Return) or to which the Buyer may be liable under Treasury Regulations (S) 1.1502-6 (or analogous state or foreign provisions) by virtue of having been members of any "affiliated group" (or other group filing on a combined or unitary basis) at any time on or prior to the Closing Date, if required to have been paid, have been paid (except for Taxes which are being contested in good faith); (iv) any liability of the Buyer for Taxes not yet due and payable, or which are being contested in good faith, has been provided for on the financial statements of the Buyer in accordance with and to the extent required by GAAP; (v) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Buyer in respect of any Tax or assessment, nor is any claim for additional Tax or assessment asserted by any Tax authority; (vi) no material claim has been made by any Tax authority in a jurisdiction where the Buyer does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction, nor to the Buyer's knowledge is any such assertion threatened; (vii) there is no outstanding request for any extension of time within which to file) all pay any Taxes or file any Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateReturns; (iiviii) there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Buyer; (ix) no property of the Buyer is "tax-exempt use property" within the meaning of Section 168(h) of the Code; (x) the Company Buyer is not a party to any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954; (xi) the Buyer has not filed any agreement or consent under Section 341(f) of the Code; (xii) the Buyer is not a "foreign person" within the meaning of Section 1445 of the Code; (xiii) the Buyer is not a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; and each of its Subsidiaries have (xiv) the Buyer has withheld and paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all material Taxes required to be withheld by any of them (including in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or set forth in Section 3.8(a) of the aggregate, a Company Material Adverse EffectSeller Disclosure Schedule: (i) the Company Utility, Development and Xxxxxxxx, and each of its Subsidiaries have prepared and Company Subsidiary, has timely filed (taking into account any extension of time within which to fileor has had filed on its behalf) with appropriate taxing authorities all Tax Returns (as defined in Section 3.8(c)) required to be filed by any of them under applicable Law with it on or prior to the appropriate Governmental Entity date hereof, and all such filed Tax Returns are correct, complete and accurateaccurate in all material respects; (ii) the Company all Taxes (as defined in Section 3.8(c)) of Utility, Development and Xxxxxxxx, and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employeeCompany Subsidiary, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPtimely paid; (iii) as of the date of this Agreementall Tax withholding and deposit requirements imposed on or with respect to Utility, there are not pending orDevelopment and Xxxxxxxx, and each Company Subsidiary (including any withholding with respect to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations wages or other proceedings amounts paid to employees) have been satisfied in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity full in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)all material respects; (iv) there are no liens for Taxes on upon any property or assets of the Company Utility, Development or Xxxxxxxx, or any of its SubsidiariesCompany Subsidiary, except for Permitted Liensliens for Taxes not yet due and payable; and for which adequate reserves to pay such Taxes have been set aside by Utility, Development or Xxxxxxxx, or any Company Subsidiary, as the case may be; (v) neither there are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any Taxes or deficiencies against Utility, Development or Xxxxxxxx, or any Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; Subsidiary, (vi) neither the Company Utility, Development nor Xxxxxxxx, nor any Company Subsidiary, has made the election under Section 341(f) of its Subsidiaries has participated in any “listed transaction” within the meaning Internal Revenue Code of Treasury Regulations Section 1.6011-4(b)(21986, as amended (the "Code"); and (vii) neither the Company Utility, Development nor Xxxxxxxx, nor any of its Subsidiaries (A) Company Subsidiary, is a party currently subject to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into adjustment described in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) 481 of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Each Group Company Material Adverse Effect: (i) has made or filed in a timely manner (within any applicable extension periods) and in the Company appropriate jurisdictions all foreign, federal and each of its Subsidiaries have prepared state income and timely filed all other tax returns, reports, information statements and other documentation (taking into account including any extension of time within which to fileadditional or supporting materials) all Tax Returns required to be filed or maintained in connection with the calculation, determination, assessment or collection of any and all federal, state, local, foreign and other taxes, levies, fees, imposts, duties, governmental fees and charges of whatever kind (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto), including, without limitation, taxes imposed on, or measured by, income, franchise, profits, gross income or gross receipts, and also ad valorem, value added, sales, use, service, real or personal property, capital stock, stock transfer, license, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, environmental, transfer and gains taxes and customs duties (each a “Tax”), including all amended returns required as a result of examination adjustments made by any Governmental Authority responsible for the imposition of them under any Tax (collectively, the “Returns”), and such Returns are prepared in compliance with applicable Law with the appropriate Governmental Entity and true, correct and complete in all such filed Tax Returns are complete and accurate; material respects, (ii) the Company and each of its Subsidiaries have has paid all material Taxes required and other governmental assessments and charges, shown or determined to be paid due under applicable Law Laws and has withheld and remitted to the appropriate Governmental Entity Taxing Authority all material Taxes that it is obligated to withhold and have withheld all Taxes required to be withheld by any of them remit (including in connection with amounts paid whether or owing to any employeenot shown on such Return, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters except those being contested in good faith or for which adequate reserves have been established in accordance with GAAP; faith, not finally determined), and (iii) as has set aside on its books provision reasonably adequate for the payment of the date of this Agreement, there are not pending or, all Taxes for periods subsequent to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither periods to which such Returns apply. Neither the Company nor any of its Subsidiaries has received written notice within regarding unpaid Taxes in any material amount claimed to be due by the past six years Taxing Authority of any claim made by a Governmental Entity in a jurisdiction where and the Company is not aware of any reasonable basis for such claim. No Returns filed by or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property behalf of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither Subsidiaries with respect to Taxes are currently being audited or examined. Neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes received notice of any Person (other than the Company such audit or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingexamination.

Tax Matters. (a) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are true, complete and accuratecorrect; (ii) the Company and each of its Subsidiaries have paid all Taxes required shown to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party)due on such Tax Returns, except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or and for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on upon any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has received or applied for a Tax ruling from the U.S. Internal Revenue Service or entered into a “closing agreement” pursuant to Section 7121 of the Code (or any predecessor provision or any comparable provision of state, local or foreign Law) that will affect the Company or any of its Subsidiaries after the Closing; and (vi) neither the Company nor any of its Subsidiaries is a party to any currently effective waiver or other agreement extending the statute of limitation or period of assessment or collection of Taxes; (vii) no claim has ever been made by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that it is or may be subject to taxation by that jurisdiction; (viii) neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing agreement, Tax indemnity obligation or similar Contract or practice with any third party with respect to Taxes (including any advance pricing agreement, closing agreement or other Contract relating to Taxes with any Governmental Entity); (ix) neither the Company not any its Subsidiaries is or has been a member of an affiliated group within the meaning of Section 1504(a) of the Code (or any similar consolidated or unitary group defined under a similar provision of foreign, state or local Law), and neither the Company nor any of its Subsidiaries has any Liability for Taxes of any other Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of foreign, state or local Law), as a transferee or successor, by Contract or otherwise; (x) neither the Company nor any of its Subsidiaries is treated as an “controlled corporationexpatriated entity” or a “distributing corporation” as that term is defined in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 section 7874 of the Code; (vixi) neither the Company nor any of its Subsidiaries has participated in any a “listed transaction” within the meaning of Treasury Regulations Section Regulation § 1.6011-4(b)(24(b); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to havedisclosed in Schedule G, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company IsoTis and each of its Subsidiaries have prepared and IsoTis Subsidiary has duly filed on a timely filed (taking into account any extension of time within which to file) basis all Tax Returns required to be filed by any of them under applicable Law it with the appropriate Governmental Entity (and all such filed Tax Returns are complete and accurate; (ii) the Company correct and each of its Subsidiaries have been prepared in compliance with all applicable laws and regulations), and has paid all Taxes (whether or not such Taxes are shown or required to be paid under applicable Law to shown on a Tax Return so filed), including all instalments on account of Taxes for the appropriate Governmental Entity current year, which are due and have withheld payable on or before the date hereof; adequate provision has been made for all Taxes such amounts payable for the current period for which Tax Returns are not yet required to be withheld by any of them (including in connection with amounts paid or owing to any employeefiled; there are no agreements, independent contractor, creditor, customer, stockholder waivers or other third party), except, in the case arrangements providing for an extension of clauses (i) and (ii), time with respect to matters contested in good faith the filing of any Tax Return by, or for which adequate reserves have been established in accordance with GAAPpayment of any Tax, governmental charge or deficiency by or against IsoTis and each IsoTis Subsidiary; (iii) as to the best knowledge of the date of this Agreement, IsoTis there are not pending orno actions, to the Knowledge of the Companysuits, threatened in writing, any audits, examinationsproceedings, investigations or other proceedings claims commenced, threatened or contemplated against IsoTis or any IsoTis Subsidiary in respect of Taxes of the Company or grounds for any material claim in respect thereof, or any of its Subsidiaries, and neither the Company nor matters under discussion with any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity relating to Taxes asserted by any such Governmental Entity. The transactions contemplated under this Agreement and the Plan of Arrangement will not, at any time before or after the Effective Time, result in a jurisdiction where the Company IsoTis, or any of its SubsidiariesIsoTis Subsidiary, as applicable, does not file having a Tax Return, that the Company material liability or such Subsidiary is material contingent or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any future liability for the Taxes of any amount or to any Person (other than the Company including, without limitation, any material liability or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (material contingent or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed future liability in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, Taxes or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingotherwise.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to havenot, individually or in the aggregate, a be material to the Company Material Adverse Effect: Group, (i) each of the Company and each of its Subsidiaries have prepared has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all such filed Tax Returns are complete and accurateTaxes which have become due; (ii) the Company all such Tax Returns are true, correct and each of its Subsidiaries have paid complete and accurate and disclose all Taxes required to be paid under applicable Law paid; (iii) except as set forth on Section 5.25(a) of the Company Disclosure Schedule, all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed in writing or, to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any knowledge of them (including in connection with amounts paid or owing to any employeethe Company Group, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii)threatened, with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any Subsidiary or for which a Lien may be imposed upon any of its Subsidiaries, and neither the Company nor Group’s assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company or any Subsidiary for which a Lien may be imposed on any of the Company Group’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) the Company and each Subsidiary has complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Company or any Subsidiary; (vii) none of the assets of the Company Group is required to be treated as owned by another Person for U.S. federal income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its Subsidiaries has received written notice amendment by the Tax Reform Act of 1986); (viii) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company Group; (ix) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the past six years meaning of Section 7121 of the Code or any analogous provision of the applicable Law), with respect to the Company or any Subsidiary; (x) except as set forth on Section 5.25(a) of the Company Disclosure Schedule, no claim has been made by a Governmental Entity Taxing Authority in a jurisdiction where the Company or any of its SubsidiariesSubsidiary has not paid any tax or filed Tax Returns, as applicable, does not file a Tax Return, asserting that the Company or such a Subsidiary is or may be subject to income taxation byTax in such jurisdiction; (xi) there is no outstanding power of attorney from the Company or any Subsidiary authorizing anyone to act on behalf of the Company or a Subsidiary in connection with any Tax, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on or Action relating to any property Tax or Tax Return of the Company or any of its Subsidiaries, except for Permitted LiensSubsidiary; (vxii) neither the Company nor any none of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries)Subsidiary is, or (C) has ever been, a party to any liability for the Taxes of any Person (Tax sharing or Tax allocation Contract, other than any customary commercial contract the principal subject of which is not Taxes; and (xiii) none of the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (Subsidiary is currently or has ever been included in any similar provision of federalconsolidated, state, local combined or non-U.S. Law), as unitary Tax Return other than a transferee or successor; (viii) each Mexican Subsidiary of Tax Return that includes only the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingGroup.

Tax Matters. (a) Except as set forth in Section 3.9 of the Company Disclosure Letter, and except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to filea) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries prior to the date hereof have paid been filed (except those under valid extension) and are true, correct and complete in all material respects, (b) all Taxes required to be of the Company and its Subsidiaries that are due and payable (whether or not shown on such Tax Returns) have been timely paid under applicable Law in full or, where payment is not yet due, adequately provided for on the most recent financial statements included in the Company SEC Documents filed prior to the appropriate Governmental Entity and date hereof, (c) no deficiencies for any Taxes have withheld all Taxes required to be withheld by any of them (including been proposed or assessed in connection with amounts paid writing against or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and there is no outstanding audit, assessment, dispute or claim concerning any Tax liability of the Company or any of its Subsidiaries pending or raised by an authority in writing, (d) no written claim has ever been made by any Governmental Entity in a jurisdiction where neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a files Tax Return, Returns that the Company or such Subsidiary it is or may be subject to income taxation byby that jurisdiction, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (ive) there are no liens Liens for Taxes on (other than Taxes not yet due and payable or Taxes being contested in good faith) upon any property of the assets of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (viif) neither the Company nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax return (other than a group the common parent of which was the Company), (ii) has any liability for the Taxes of any Person (other than the Company, or any Subsidiary of the Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) or as a transferee or successor, by contract, or otherwise or (iii) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) the parties to which consist exclusively between or among of the Company and/or and its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of BusinessSubsidiaries), (Bg) neither the Company nor any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” in a distribution occurring during the last two years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable, (h) all Taxes required to be withheld, collected or deposited by or with respect to Company and each of its Subsidiaries have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing authority, (i) no closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign law) has been a member of an affiliated, consolidated, unitary entered into by or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was with respect to the Company or any of its Subsidiaries), and no taxing authority has issued to the Company or any of its Subsidiaries any ruling which has continuing effect, (j) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment of, any material income Tax, in each case, that is currently in effect, (Ck) neither the Company nor any of its Subsidiaries has agreed or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by it or any other relevant party and neither the Company nor any of its Subsidiaries has received any notification in writing that the IRS has proposed any such adjustment or change in accounting method, nor has any liability application pending with any Governmental Entity requesting permission for any changes in accounting methods that relate to the Taxes business or assets of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 , (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (xl) neither the Company nor any of its Subsidiaries will be required to include any item of income inamounts in income, or to exclude any item items of deduction fromdeduction, taxable income in any a taxable period (or portion thereof) ending beginning after the Closing Date as a result of (Ai) any closing agreementa change in method of accounting occurring prior to the Closing Date, (ii) an installment sale, sale or open transaction dispositionarising in a taxable period (or portion thereof) ending on or before the Closing Date, (Biii) any accounting method change a prepaid amount received, or agreement with any Governmental Entity paid, prior to the Closing Date, (iv) deferred gains arising prior to the Closing Date, or (Cv) election under Section 108(i) of the Code or any election pursuant to similar provision of state, local or foreign law, (m) neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” under Section 965(h6011 of the Code and the regulations thereunder, and (n) neither the Company nor any of its Subsidiaries has 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)(l)(A)(ii) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries have prepared subsidiaries, and any ----------- consolidated, combined, unitary or aggregate group for tax purposes of which the Company or any of its subsidiaries is or has been a member, has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with it in the appropriate Governmental Entity and all manner provided by law. All such filed Tax Returns are true, correct and complete and accurate; (ii) the in all material respects. The Company and each of its Subsidiaries subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity (including interest and have withheld all Taxes penalties) due or required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, independent contractorcreditor or third party or have provided adequate reserves in their financial statements for any Taxes that have not been paid, creditor, customer, stockholder whether or other third party), except, not shown as being due on any returns. Except as has been disclosed to Purchaser in the case of clauses Disclosure Letter: (i) and (ii), with respect to matters contested in good faith no material claim for unpaid Taxes has become a lien or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years encumbrance of any claim made by a Governmental Entity in a jurisdiction where kind against the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Lienssubsidiaries or is being asserted against the Company or any of its subsidiaries; (vii) no audit, examination, investigation or other proceeding in respect of Taxes is pending, threatened or being conducted by a Tax Authority; (iii) no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by the Company or any of its subsidiaries and is currently in effect; (iv) neither the Company nor any of its Subsidiaries subsidiaries is a party to, is bound by, or has any obligation under, or potential liability with regards to, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement; (v) no power of attorney has been a “controlled corporation” granted by or a “distributing corporation” in with respect to the Company or any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended its subsidiaries with respect to be governed by Section 355 of the Codeany matter relating to Taxes; (vi) neither the Company nor any of its Subsidiaries has participated subsidiaries is a party to any agreement, plan, contract or arrangement (whether oral or in writing) that would result, separately or in the aggregate, in the payment of any “listed transaction” "excess parachute payments" within the meaning of Treasury Regulations Section 1.6011-4(b)(2)280G of the Code; (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) subsidiaries has any liability for deferred intercompany gain or loss arising as a result of a deferred intercompany transaction within the Taxes meaning of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 13 (or any similar provision of federal, under state, local or nonforeign law) or any excess loss accounts within the meaning of Treasury Regulation Section 1.1502-U.S. Law), as a transferee or successor19; (viii) each Mexican Subsidiary of the Company is not and has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code not been a United States real property holding corporation (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has as defined in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(ii) of the Code. As used herein, in each case"Taxes" shall mean any taxes of any kind, made prior including ----- but not limited to the Closing.those on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or

Tax Matters. a. Except for such Taxes (as such term is defined in item "b" below) which are listed in Annex 3.13 (a) Except as would not reasonably be expected to ), Xtal and the Company have, individually or in the aggregate, a Company Material Adverse Effectwith respect to its operations: (i) timely filed, on or prior to the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) Closing Date, all Tax Returns (as such term is defined in item "b" below) returns, reports, Exhibits, documents and declarations required to be filed by any of them under applicable Law with jurisdiction to which Xtal and the appropriate Governmental Entity and all such filed Tax Returns Company are complete and accurateor have been subject; (ii) the Company timely paid in full all Taxes due and all Taxes claimed to be due by in each such jurisdiction; (iii) made timely withholdings and timely payments of its Subsidiaries have paid all any Taxes required to be deducted and withheld from the wages or other amounts paid under applicable Law to employees of Xtal and the Company or to others on or prior to the appropriate Governmental Entity Closing Date and have withheld (iv) fully accrued in the Financial Statements all Taxes Taxes, for any periods, not yet due. All Tax Returns, Exhibits and declarations filed by Xtal and the Company correctly reflect, in all respects, the matters required to be withheld by any of them (including reported therein including, where appropriate, income, expenses, deductions, credits, loss carryovers and Taxes due, and such returns, Exhibits and declarations have not been amended except as set forth on Annex 3.13(a). Except as listed in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third partyAnnex 3.13(a), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not no tax judicial or administrative proceedings, controversies or claims pending oror otherwise, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of that have been asserted against Xtal and the Company or that Xtal and the Company have reasonable basis to anticipate will be asserted against it or which would result in Liens on any of its Subsidiaries, the assets of Xtal and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries the Investors' Shares or (2) not primarily related on Investors' title to Taxes and entered into in the Ordinary Course or use of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries)such assets, or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income would result in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreementclaim against Investors, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant regard to Section 965(h) of the Code, in each case, made prior to the ClosingTaxes.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared Group has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all Taxes which have become due; (ii) all such filed Tax Returns are true, correct and complete and accurate; (iiiii) there is no Action, pending or proposed in writing or, to the knowledge of the Company, threatened, with respect to Taxes of the Company Group; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of the Company Group for which a Lien (other than a Lien for Taxes not yet due and each payable) may be imposed on any of its Subsidiaries have the Company Group’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (v) to the knowledge of the Company, the Company Group has complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes (including amounts required to be withheld by any for Taxes of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or third party and income, social, security and other third party)payroll Taxes) required to be withheld or collected by the Company Group; (vi) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company Group; (vii) there is no outstanding request for a ruling from any Taxing Authority, exceptrequest for a consent by a Taxing Authority for a change in a method of accounting, in subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the case meaning of clauses (i) and (iiSection 7121 of the Code or any analogous provision of the applicable Law), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Company Group; (iiiviii) except as of the date of this Agreementset forth on Schedule 5.27(a), there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries no claim has received written notice within the past six years of any claim been made by a Governmental Entity Taxing Authority in a jurisdiction where the Company Group has not paid any tax or any of its Subsidiariesfiled Tax Returns, as applicable, does not file a Tax Return, asserting that the Company or such Subsidiary Group is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación)jurisdiction; (ix) each Mexican Subsidiary of the Company has fulfilled all Group is not a party to any Tax sharing or Tax allocation Contract, other than any customary commercial contract the principal subject of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Codewhich is not Taxes; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income Group is not currently and has never been included in any taxable period (consolidated, combined or portion thereof) ending after unitary Tax Return other than a Tax Return with respect to which the Closing Date as a result of (A) any closing agreement, installment sale, Company is or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of was the Code, in each case, made prior to the Closingcommon parent.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the The Company has duly filed all income and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all other material Tax Returns which are required to be filed by any of them under applicable Law with the appropriate Governmental Entity it, and has paid all such filed Tax Returns are complete and accuratematerial Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects; (iii) there is no Action, pending or proposed in writing, with respect to a material amount of Taxes of the Company; (iv) no statute of limitations in respect of the assessment or collection of any material amount of Taxes of the Company and each for which a Lien may be imposed on any of its Subsidiaries have paid all Taxes required the Company’s assets has been waived or extended (other than Permitted Liens or pursuant to be paid under applicable Law automatic extensions of time to file Tax Returns obtained in the ordinary course of business), which waiver or extension is in effect; (v) to the appropriate Governmental Entity Knowledge of the Company, the Company has withheld or collected and have withheld paid over to the applicable Taxing Authority all material Taxes required to be withheld or collected by any of them (including the Company in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iiivi) as the Company has not requested any letter ruling from the IRS (or any comparable ruling from any other Taxing Authority); (vii) there is no Lien (other than Permitted Liens) for material Taxes upon any of the date of this Agreement, there are not pending or, to the Knowledge assets of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of ; (viii) the Company or has not received any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by request from a Governmental Entity Taxing Authority in a jurisdiction where the Company has not paid any material Tax or any of its Subsidiaries, as applicable, does not file a filed material Tax Return, Returns asserting that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)jurisdiction; (ivix) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is not a party to or is bound by any Tax sharing, Tax indemnity or Tax allocation or indemnification agreement or arrangement Contract (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and a contract entered into in the Ordinary Course ordinary course of Business)Business consistent with past practices, (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent primary purpose of which is or was not related to Taxes); (x) the Company or any of its Subsidiaries), or (C) has any no material liability for the Taxes of any other Person (other than a Subsidiary of the Company or any of its SubsidiariesCompany): (1) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. applicable Law), (2) as a transferee or successorsuccessor or (3) otherwise by operation of applicable Law; (viiixi) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes is not a “United States real property holding corporation” within the meaning of Article 199 Section 897(c)(2) of the Federal Fiscal Code (Código Fiscal de la Federación); (ixduring the applicable period specified in Section 897(c)(1)(A)(ii) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (xxii) neither the Company nor has not been a party to any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income “listed transaction” as defined in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h6707A(c)(2) of the Code, in each case, made prior to the ClosingCode and Treasury Regulation Section 1.6011-4(b)(2).

Tax Matters. (a) Except as has not had and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time validly obtained within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are complete true, correct and accuratecomplete; (ii) the Company and each of its Subsidiaries have paid all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all by any of them (whether or not shown on any Tax Return), including any Taxes required to be withheld by any of them (including in connection with from amounts paid or owing to any employee, partner, independent contractor, creditor, customer, stockholder or other third party)with respect to any payments of royalties, except, in the case of clauses clause (i) and or clause (ii)) hereof, with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge knowledge of the Company, threatened in writingthreatened, any audits, examinations, investigations or other proceedings or claims in respect of Taxes; (iv) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries, and neither Subsidiaries other than Liens for Taxes not yet due; (v) all deficiencies asserted or assessed by a Governmental Entity for Taxes payable by or on behalf of the Company nor or any of its Subsidiaries have been paid in full, settled or adequately provided for in accordance with GAAP unless being contested in good faith or for which adequate reserves have been established in accordance with GAAP; (vi) no claim has received written notice within the past six years of any claim been made by a any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, Subsidiary does not file a Tax Return, Return that the Company or any such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, by that jurisdiction jurisdiction; and (and, solely in the case of the CRA, has not received such written notice within the past eight years); (ivvii) there are no liens for Taxes on any property none of the Company or any of its Subsidiaries, except for Permitted Liens; Subsidiaries (vA) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement last two years that was purported or intended to be governed by Section 355 of the Code; , (viB) neither the Company nor any of its Subsidiaries is, or has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is been, a party to or to, nor is it bound by or required to make any payment under, any Tax sharing, Tax indemnity, Tax allocation or indemnification similar Tax agreement, contract, arrangement, plan, understanding or practice (including any advance pricing agreement, closing agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related relating to Taxes and entered into in the Ordinary Course of Business), (Bwith any Governmental Entity) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has have any liability for the any Taxes of any Person (person other than the Company or any of and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; , by Law or contract or otherwise, (viiiC) each Mexican Subsidiary waived any statute of limitations with respect to Taxes which has not since expired or agreed to any extension of time with respect to a Tax assessment or deficiency which has not since expired, (D) requested a private letter ruling from the IRS or any comparable Tax ruling from any other Governmental Entity, or entered into any “closing agreement” as described in Section 7121 of the Company Code (or any agreement under any corresponding or similar provision of non-U.S., state or local Tax law), (E) has complied with all of its obligations to disclose reportable schemes been a “United States real property holding corporation” within the meaning of Article 199 Section 897 of the Federal Fiscal Code during the applicable period specified therein, or (Código Fiscal de la Federación); (ixF) each Mexican Subsidiary has engaged in any transaction that has given rise to a disclosure obligation as a “reportable transaction” or a “listed transaction” under Section 6011 of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law Code and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closingregulations promulgated thereunder.

Tax Matters. Except to the extent that the inaccuracy of any of the following (a) Except as would not reasonably be expected or the circumstances giving rise to havesuch inaccuracy), individually or in the aggregate, would not have a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries have prepared subsidiaries, and any consolidated, combined, unitary or aggregate group for tax purposes of which the Company or any of its subsidiaries is or has been a member, has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by it in the manner provided by law, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements according to generally accepted accounting principles for any of them under applicable Law with the appropriate Governmental Entity and all such filed Taxes that have not been paid, whether or not shown as being due on any Tax Returns are complete and accurateReturns; (ii) the Company and each of its Subsidiaries have paid all no material claim for unpaid Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid has become a lien or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years encumbrance of any claim made by a Governmental Entity in a jurisdiction where kind against the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, subsidiaries or is being asserted against the Company or any of its subsidiaries except for Permitted Liensstatutory liens for Taxes not yet due; no audit of any Tax Return of the Company or any of its subsidiaries is being conducted by a Tax authority; and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company or any of its subsidiaries and is currently in effect; and (viii) neither the Company nor any of its Subsidiaries subsidiaries is a party to or is otherwise bound by (or has any assets bound by) any Tax indemnity, Tax sharing or Tax allocation agreement or arrangement except for the tax sharing arrangement with Calloway's Nursery, Inc. (a true and complete copy of which has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended xxxxxxxx to be governed by Section 355 of the Code; (vi) neither Purchaser). Neither the Company nor any of its Subsidiaries subsidiaries has participated in any “listed transaction” undergone an "ownership change" within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither 382 of the Company nor Code. As used herein, "Taxes" shall mean any taxes of its Subsidiaries (A) is a party any kind, including but not limited to those on or is bound measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax sharingReturn" shall mean any return, allocation report or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related statement required to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or be filed with any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations governmental authority with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingTaxes.

Tax Matters. (a) Except as would not reasonably be expected to haveset forth in Schedule 3.8(a), individually or in the aggregate, a Company Material Adverse Effect: (i) each of the Company --------------- and each Subsidiary of the Company and each of its Subsidiaries have prepared and Company Group has timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and have been filed; (ii) all such filed Tax Returns are complete and accurate; (ii) the Company accurate and each of its Subsidiaries have paid disclose all Taxes required to be paid under applicable Law to by the appropriate Governmental Entity Company, each Subsidiary of the Company and have withheld each Company Group for the periods covered thereby and all Taxes required shown to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves due on such Tax Returns have been established in accordance with GAAPtimely paid; (iii) as of the date of this Agreement, there are all Taxes (whether or not pending or, to the Knowledge of shown on any Tax Return) owed by the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes Subsidiary of the Company or any Company Group have been timely paid; (iv) none of its Subsidiariesthe Company, any Subsidiary of the Company, any Company Shareholder has waived or been requested to waive any statute of limitations in respect of Taxes, which waiver or request is currently in effect; (v) there is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened with respect to Taxes of the Company, any Subsidiary of the Company or any Company Group and, to the knowledge of Company and the Active Shareholders, no basis exists therefor; (vi) all deficiencies asserted or assessments made as a result of any examination of the Tax Returns referred to in clause (i) have been paid in full; (vii) all Tax Sharing Arrangements and Tax indemnity arrangements (in each case to which the Company or any Subsidiary of the Company is or becomes a party) will terminate prior to the Effective Time and neither the Company nor any Subsidiary of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company will have any liability thereunder on or any of its Subsidiaries, as applicable, does not file a Tax Return, that after the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)Effective Time; (ivviii) there are no liens for Taxes on any property upon the assets of the Company or any Subsidiary of its Subsidiaries, the Company except for Permitted Liensliens relating to current Taxes not yet due; (vix) neither all Taxes which the Company nor Company, any Subsidiary of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries)Company Group is required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the respective taxing authority or accrued, or (C) has any liability for reserved against and entered on the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary books of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax CodeCompany; and (x) neither the Company nor any charges, accruals and reserves in respect of its Subsidiaries will be required Taxes on the Balance Sheet are adequate to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date provide for all unpaid Taxes as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the ClosingBalance Sheet Date.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or set forth in Section 4.10 of the aggregate, a Company Material Adverse Effect: Disclosure Schedule (i) each of the Company and each of its Subsidiaries have prepared and has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file) ), all income and other material Tax Returns (as hereinafter defined) required to be filed by any of them under applicable Law with the appropriate Governmental Entity it, and all such filed Tax Returns are correct and complete and accuratein all material respects; (ii) the Company and each of its Subsidiaries have paid all Taxes required shown to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves due on such Tax Returns have been established in accordance with GAAPtimely paid (taking into account any extension of time within which to pay); (iii) as no material adjustment with respect to such Tax Returns has been proposed, asserted or assessed in writing against the Company or any of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations its Subsidiaries; (iv) no audit or other administrative or court proceedings in are pending with any Governmental Authority with respect of to Taxes of the Company or any of its Subsidiaries, and neither no written notice thereof has been received; (v) the Company nor any and each of its Subsidiaries has received written notice within the past six years properly and timely withheld, collected and deposited all material amounts of Taxes (taking into account any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, applicable extension) that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended required to be governed by Section 355 of the Codewithheld, collected and deposited under applicable Laws; and (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the income or other material Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Lawanother Subsidiary), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither . Neither the Company nor any of its Subsidiaries will be required to include any item has distributed stock of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) “controlled corporation” nor has stock of the Code, Company or any of its Subsidiaries been distributed in each case, made a transaction to which Section 355 of the Code applies in the five years prior to the Closingdate of this Agreement.

Tax Matters. (ai) Except as would not reasonably be expected to haveset forth in Section 2.1(h) of the Company Disclosure Schedule, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries Subsidiary have prepared and timely filed (taking into account any a) not requested an extension of time within which to file) in connection with, and have timely filed, all Tax Returns required to be filed by it relating to any Taxes with respect to any income, properties or operations of them under applicable Law with the appropriate Governmental Entity Company and each Subsidiary, respectively; (b) all such filed Tax Returns are were complete and accuratecorrect and the Company and each Subsidiary have paid all Taxes due; (iic) the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, Subsidiary are not delinquent in the case payment of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPany Taxes; (iiid) as of the date of this Agreement, there are not no pending or, to the Knowledge tax audits of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes Tax Return of the Company or any Subsidiary; (e) no deficiency or addition to Taxes, interest or penalties for any Taxes with respect to any income, properties or operations of its Subsidiaries, and neither the Company nor or any of its Subsidiaries Subsidiary has received written notice within been proposed, asserted or assessed against the past six years of Company or any claim made by a Governmental Entity Subsidiary; (f) no taxing authority in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file Tax Returns has made a Tax Returnclaim, assertion or threat to the Company that the Company is or may be subject to taxation by such jurisdiction, and no taxing authority in any jurisdiction where a Subsidiary does not file Tax Returns has made a claim, assertion or threat to such Subsidiary that such Subsidiary is or may be subject to income taxation by, or in such jurisdiction; (g) the Company and each Subsidiary have an obligation not granted any extension of the statute of limitations applicable to file an income any Tax Return inor other Tax claim with respect to any income, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property properties or operations of the Company or any of its Subsidiaries, except for Permitted LiensSubsidiary; (vh) neither the Company nor there are no tax liens on any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary assets of the Company has complied with all of and its obligations Subsidiaries that arose from any failure or alleged failure to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of pay any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Codetax; and (xi) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) and each Subsidiary have not made any election pursuant to under Section 965(h341(f) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to havedisclosed on Schedule 5.9, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company has filed when due all Tax Returns required by applicable law to be filed and each the Company has paid all Taxes required to be paid in respect of its Subsidiaries the periods covered by such Tax Returns; (ii) the information contained in such Tax Returns is true, complete and accurate; (iii) Taxes of the Company for periods ending on or before the Closing Date (whether or not shown on any Tax Return), if required to have prepared been paid, have been paid (except for Taxes which are being contested in good faith); (iv) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the Company in respect of any Tax or assessment, nor, to the knowledge of the Company, is there any claim for additional Tax or assessment asserted by any Tax authority; (v) any liability of the Company for Taxes that are not yet due and timely filed payable, or which are being contested in good faith, have been provided for in the financial statements of the Company in accordance with GAAP; (taking into account vi) to the knowledge of the Company, since January 1, 1997, no claim has been made by any Tax authority in a jurisdiction where the Company does not currently file a Tax Return that either it is or may be subject to Tax by such jurisdiction, nor to the knowledge of the Company, is any such assertion threatened; (vii) there is no outstanding request for any extension of time within which to filepay any Taxes or file any Tax Returns; (viii) all Tax Returns required there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Company; (ix) none of the assets, properties or rights of the Company are "tax-exempt use property" within the meaning of Section 168(h) of the Code; (x) none of the assets, properties or rights of the Company include any lease made pursuant to be filed by former Section 168(f)(8) of the Internal Revenue Code of 1954; (xi) there is no Lien affecting any of them under applicable Law the assets, properties or rights of the Company that arose in connection with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurateany failure or alleged failure to pay any Tax; (iixii) the Company has not filed any agreement or consent under Section 341(f) of the Code; (xiii) the Company is not a party to any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; (xiv) no ruling with respect to Taxes (other than a request for determination of the status of a qualified pension plan) has been requested by or on behalf of the Company; (xv) 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; and each of its Subsidiaries have (xvi) the Company has withheld and paid all Taxes required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all material Taxes required to be withheld by any of them (including in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder independent contractor or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP; (iii) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except in each case as to matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared Group has duly and timely filed (taking into account any extension of time within which to file) all income and other material Tax Returns which are required to be filed by any of them under applicable Law or with the appropriate Governmental Entity respect to it, and has paid all material Taxes which have become due; (ii) all such filed Tax Returns are true, correct and complete and accurate; (iiiii) there is no Action, pending or proposed in writing or, to the knowledge of the Company, threatened, with respect to Taxes of the Company Group; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of the Company Group for which a Lien (other than a Lien for Taxes not yet due and each payable) may be imposed on any of its Subsidiaries have paid all Taxes required the Company Group’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to be paid under applicable Law file Tax Returns obtained in the ordinary course of business; (v) to the appropriate Governmental Entity knowledge of the Company, the Company Group has complied with all applicable Laws relating to the reporting, payment, collection and have withholding of all material Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all material Taxes (including amounts required to be withheld by any for Taxes of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or third party and income, social, security and other third party)payroll Taxes) required to be withheld or collected by the Company Group; (vi) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Company Group; (vii) there is no outstanding request for a ruling from any Taxing Authority, exceptrequest for a consent by a Taxing Authority for a change in a method of accounting, in subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the case meaning of clauses (i) and (iiSection 7121 of the Code or any analogous provision of the applicable Law), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthe Company Group; (iiiviii) except as of the date of this Agreementset forth on Schedule 5.27(a), there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries no claim has received written notice within the past six years of any claim been made by a Governmental Entity Taxing Authority in a jurisdiction where the Company Group has not paid any tax or any of its Subsidiariesfiled Tax Returns, as applicable, does not file a Tax Return, asserting that the Company or such Subsidiary Group is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación)jurisdiction; (ix) each Mexican Subsidiary of the Company has fulfilled all Group is not a party to any Tax sharing or Tax allocation Contract, other than any customary commercial contract the principal subject of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Codewhich is not Taxes; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income Group is not currently and has never been included in any taxable period (consolidated, combined or portion thereof) ending after unitary Tax Return other than a Tax Return with respect to which the Closing Date as a result of (A) any closing agreement, installment sale, Company is or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h) of was the Code, in each case, made prior to the Closingcommon parent.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and has timely filed (taking into account any extension of time within which to fileextensions validly obtained) all Tax Returns returns and reports relating to Taxes required to be filed by any of them under applicable Law with respect to the appropriate Governmental Entity Company and each of its Subsidiaries , (ii) all such filed Tax Returns returns are complete true, correct and accurate; complete, (iiiii) the Company and each of its Subsidiaries have timely paid all Taxes required to be paid under applicable Law attributable to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by Company or any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party)its Subsidiaries that were due and payable, except, in the case of clauses (iii) and (ii)iii) hereof, with respect to matters Taxes that are being contested in good faith or for which adequate reserves have been established adequately provided for in accordance with GAAP; , (iiiiv) as the Company has made adequate provision, in accordance with GAAP, in the consolidated financial statements included in the Company SEC Reports for the payment of all Taxes for which the date Company or any of this Agreementits Subsidiaries may be liable for the periods covered thereby, (v) there are not is no audit, investigation, claim or assessment in respect of Taxes pending or, to the Knowledge knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of writing against the Company or any of its Subsidiaries, and neither (vi) there are no Contracts in effect to extend the Company nor any period of its Subsidiaries has received written notice within limitations for the past six years assessment or collection of any claim made by a Governmental Entity in a jurisdiction where Tax for which the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or Subsidiaries may be subject liable, and there is no currently effective "closing agreement" pursuant to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case Section 7121 of the CRACode (or any similar provision of foreign, has not received such written notice within the past eight yearsstate or local Law); , (ivvii) there are is no liens for Taxes on any property obligation of the Company or any of its Subsidiaries, except for Permitted Liens; (v) neither Subsidiaries to contribute to the Company nor any payment of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement liability (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (Camount calculated with reference thereto) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) ), including under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Lawforeign law), as a transferee or successor; , by Contract or otherwise (other than pursuant to customary agreements to indemnify lenders or indemnity provisions in agreements relating to the acquisition or disposition of assets), (viii) each Mexican Subsidiary of no claim has been made within the last three years by any Governmental Entity in a jurisdiction where either the Company has complied with all or any of its obligations Subsidiaries has not filed income Tax returns that the Company or any Subsidiary is or may be subject to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); income taxation by that jurisdiction, (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required has engaged in a "listed transaction" (as defined in Treasury Regulation Section 1.6011-4), and (x) the Company and each of its Subsidiaries have withheld from payments to include their employees, independent contractors, creditors, shareholders and any item other applicable person (and timely paid to the appropriate Governmental Entity) proper and accurate amounts in compliance with all applicable Tax withholding provisions of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity for all periods through the date of this Agreement, except with respect to amounts that are being contested in good faith or (C) any election pursuant to Section 965(h) of the Code, have been adequately provided for in each case, made prior to the Closingaccordance with GAAP.

Tax Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any Seller Parties on or before the date of them under applicable Law with the appropriate Governmental Entity execution and delivery of this Agreement have or will have been timely filed, such Returns were true, correct and complete and all Taxes, whether or not shown as due and payable on such filed Tax Returns are complete and accuratehave been or will be paid by Seller Parties when required by law; (ii) no deficiencies or assessments for any Taxes have been asserted in writing or assessed against Seller Parties that remain unpaid and that individually or in the Company and each of its Subsidiaries have paid all Taxes required to be paid under applicable Law aggregate are material to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPBusiness; (iii) as of the date of this AgreementSeller Parties have withheld all required federal, there are not pending or, state and local payroll taxes relating to the Knowledge of Business and has remitted or will remit all amounts required to be remitted to the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice within the past six years of any claim made by a Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years)appropriate taxing authorities; (iv) there are no liens for Taxes on Encumbrances upon any property of the Company Assets that arose in connection with any failure (or alleged failure) to pay or withhold any of its Subsidiaries, except for Permitted LiensTaxes; (v) neither the Company nor there are no pending examinations or issues of which Seller Parties have been notified in writing with respect to Taxes of Seller Parties or any pending Tax litigation of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the CodeSeller Parties; (vi) neither the Company nor no claim has ever been made by any of its Subsidiaries has participated taxing authority in a jurisdiction in which Parties do not file Returns that any “listed transaction” Seller Party is or may be subject to taxation by that jurisdiction; and (vii) No Seller Party is a "foreign person" within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii1445(b)(2) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law), as a transferee or successor; (viii) each Mexican Subsidiary of the Company has complied with all Code and each shall provide an appropriate affidavit or certificate for purposes of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to Section 965(h1445(b)(2) of the Code, in each case, made prior to the Closing.

Tax Matters. (a) Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are true, complete and accurate; (ii) the Company and each of its Subsidiaries have paid or adequately reserved in accordance with GAAP all Taxes that are required to be paid under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party), except, in the case of clauses (i) and (ii), with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAPthem; (iii) as of the date of this Agreement, there are not is no written claim or assessment pending or, to the Knowledge knowledge of the Company, threatened in writing, writing against the Company or any audits, examinations, investigations or other proceedings of its Subsidiaries for any alleged deficiency in respect of Taxes of the Company or any of its Subsidiaries, there is no audit or investigation currently in progress or pending with respect to any liability of the Company or any of its Subsidiaries for Taxes, and neither the Company nor any its Subsidiaries has received any written notice indicating any intent to open an audit (or other review); (iv) neither the Company nor any of its Subsidiaries has received written notice within the past six years waived or agreed to any extension of any claim made by a Governmental Entity in a jurisdiction where statute of limitations for the Company assessment or collection of any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by, or have an obligation to file an income Tax Return in, that jurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (iv) there are no liens for Taxes on any property of the Company or any of its Subsidiaries, except Subsidiaries for Permitted Liensany taxable period that remains open to assessment; (v) neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any (x) a “listed transaction” within the meaning of Treasury Regulations Regulation Section 1.6011-4(b)(2), or (y) any “reportable transaction” as defined in Treasury Regulation Section 1.6011-4(b) a principal purpose of which was tax avoidance; (vi) for all periods through the date hereof, the Company and each of its Subsidiaries have withheld and paid to the appropriate Governmental Entity all Taxes required to be withheld and paid in connection with amounts paid and owing to any employee, independent contractor, creditor, stockholder or other third party (whether domestic or foreign); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has been a member of an affiliated, consolidated, unitary or combined group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or any of its Subsidiaries), or (C) has any liability for the Taxes of any Person (person other than the Company or any of and its Subsidiaries) Subsidiaries under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. foreign Law), as a transferee or successor, by contract, or otherwise (except with respect to Contracts (or otherwise) entered into in the ordinary course of business); and (viii) each Mexican Subsidiary of all related party transactions involving the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor or any of its Subsidiaries will be required to include have been conducted at arm’s length in compliance with Tax Law, and the Company and each of its Subsidiaries has maintained documentation (including any item of income in, or to exclude any item of deduction from, taxable income applicable transfer pricing studies) in any taxable period (or portion thereof) ending after the Closing Date as a result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement connection with any Governmental Entity or (C) any election pursuant to Section 965(h) of the Code, such related party transactions in each case, made prior to the Closingaccordance with Tax Law.