Common use of Tax Representations Clause in Contracts

Tax Representations. Each Merged Entity, severally and not jointly, represents and warrants to the Company as of the date hereof that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority.

Tax Representations. Each Merged Entity, severally and not jointly, (a) Seller represents and warrants to the Company Buyer as of the date hereof that and as of the Closing Date that, except as set forth in the Balance Sheet (aincluding the notes thereto) or on Annex 3.09 (ix) or Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, “the "Returns”") that are material and are required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, such Merged Entity on the Company or before the Closing Date (taking into account any duly obtained extensions) Subsidiary have been, been or will bebe timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, timely filedall such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (biii) such Merged Entity has the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed, ; (civ) the Returns that Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are true, correct adequate to cover the Tax liabilities accruing through the date thereof; and complete in all material respects, (dvi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority.

Tax Representations. Each Merged Entity, severally and not jointly, Seller represents and warrants to the Company Buyer as of the date hereof that that, except as set forth in the Balance Sheet (including the notes thereto) or in Section 9.01 of the Disclosure Schedule, (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity the Company or any Subsidiary on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b) such Merged Entity has the Company and the Subsidiaries (or, in the case of a Return of a Limited Tax Group, Limited Brands) have timely paid all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material Tax, (e) such Merged Entity each of the Company and its Subsidiaries has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged EntitySeller’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity the Company or any of its Subsidiaries does not file Returns that such Merged Entity Person is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity none of the Company or its Subsidiaries has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority, and (h) each of the Company and its Subsidiaries (other than Expressco, Inc., prior to its merger into Express) has been at all times classified as a partnership or disregarded entity within the meaning of Treasury Regulation Section 301.7701-2(a) and none has made an election to be treated as an association within the meaning of Treasury Regulation Section 301.7701-3.

Tax Representations. Each Merged Entity, severally (a) The Limited and not jointly, represents Seller represent and warrants warrant to the Company Parent and Buyer as of the date hereof that that, except as set forth in the Balance Sheet (aincluding the notes thereto) or in Section 8.01 of the Disclosure Schedule, (1) all Tax returns, statements, reports and forms (collectively, “"Returns”") that are material and have been or are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity the Company or any Subsidiary (including Returns of any Limited Tax Group of which the Company or any Subsidiary is a member (a "Target Group")) on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b2) the Company and the Subsidiaries (or, in the case of a Return of a Target Group, each member of such Merged Entity has group) have timely paid in all material respects all Taxes shown as due and payable on the Returns that have been filed, or on subsequent assessments and no other material Taxes are payable by the Target Group with respect to items or periods covered by such Returns (cwhether or not shown or reportable on such Returns), (3) the Returns that have been filed are true, correct and complete in all material respects, (d4) there are no current extensions of time within which to file any material Returns required to be filed by or on behalf of members of any Target Group, (5) there are no Liens with respect to Taxes existing, threatened or pending on any of the assets of the Company or any Subsidiary, except Permitted Liens and Exceptions and (6) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material Tax, (e) such Merged Entity has properly withheld . The Limited and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing Seller further represent that neither the Company nor any Subsidiary is a party to any shareholderagreement, employeecontract, creditor, independent contractorarrangement or plan that has resulted, or other third partycould result separately or in the aggregate, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary payment of any extension "excess parachute payments" within the meaning of timeSection 280G of the Code or any similar provision of applicable foreign, in which any Tax may be assessed state or collected by any taxing authoritylocal law.

Tax Representations. Each Merged Entity, Entity jointly and severally and not jointly, represents and warrants to the Company as of and the date hereof Surviving Company that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are Returns required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, been timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable by such Merged Entity (whether or not shown on the Returns that have been filedany Tax Returns), (c) the Tax Returns of such Merged Entity that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Tax Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) no Tax liability will be incurred as a result of the Mergers, (h) no Tax liability will be incurred as a result of any distribution of assets by such Merged Entity to its shareholders that may occur prior to the Mergers, and (i) no Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authoritycollected.

Tax Representations. Each Merged Entity, severally and not jointly, Seller represents and warrants to the Company Buyer as of the date hereof that and as of the Closing Date that, except as set forth on Schedule 8.02, to Seller's knowledge: (ai) all material Tax returns, statements, reports and forms (collectively, “Returns”including estimated tax returns and reports) that are material and are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date by or on behalf of the Company or any Subsidiary (collectively, the " Returns"), have been or will be filed when due (taking into account any duly obtained extensions) in accordance with all applicable laws; (ii) no position is reflected in a Return referred to in clause (i) for which the applicable limitation period has not expired (and for which a closing agreement has not been entered into) which (A) was not, at the time such Return was filed, supported by substantial authority (as determined for purposes of Section 6662 of the Code, or any predecessor provision, and any comparable provisions of applicable foreign, state or local tax statutes, rules or regulations) and (B) would have beena Material Adverse Effect if decided against the taxpayer; (iii) the Company and the Subsidiaries have paid or made, or will beon or before the Closing Date pay or make, timely filed, (b) such Merged Entity provision for all material Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Periods for which no Return has timely paid all Taxes shown as due and payable on the Returns that have yet been filed, ; (c) the Returns that have been filed are true, correct and complete in all material respects, (div) there is no action, suit, proceeding, investigation, audit or claim now proposed in writing or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material Tax, ; (ev) such Merged Entity has properly withheld the Company and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there each Subsidiary is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdictionmember of the Seller Group, and the Seller Group files a consolidated federal Income Tax Return; (gvi) such Merged Entity Seller has made available to Buyer correct and complete copies of all information requested by Buyer's representatives with respect to the portions of federal, state and local Income Tax Returns which pertain to the Company and the Subsidiaries; (vii) Schedule 8.02 lists any statute of limitations in respect of Taxes that the Company or any Subsidiary has waived or any extension of time agreed to by the Company or any Subsidiary, with respect to a Tax audit, examination, assessment or deficiency, in each case, which shall not consented have expired on or prior to extend the timeClosing Date; (viii) except as otherwise disclosed pursuant to Section 3.19 or Section 3.20, neither the Company nor any Subsidiary has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments, that will not be deductible under Section 280G or 162(m) of the beneficiary Code; and (ix) no Taxing jurisdiction has since June, 1996 claimed in writing that Returns that the Company and the Subsidiaries are not (in fact) filing should be filed, or that Taxes of any extension of time, a type not (in which any Tax may fact) being paid to such jurisdiction should be assessed or collected by any taxing authoritypaid.

Tax Representations. Each Merged Entityof the Symphony Parties, severally -------------------- jointly and not jointlyseverally, hereby represents and warrants to the Company Buyer as of the date hereof that of this Agreement and as of the Closing Date as set forth in the balance of this Section 8.1: The Company, each of its Subsidiaries and each of the Non-Registered Funds has, or an Affiliate or other representative of the Company on its behalf has, (ai) duly filed with the appropriate federal, state, local and foreign taxing authorities all material Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are Returns required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date (taking into account any duly obtained extensionsextension of time within which to file) have beenby or with respect to the Company, or will beits Subsidiaries and the Non-Registered Funds, timely filed, (b) and such Merged Entity has timely paid all Taxes shown as due Tax Returns are complete and payable on the Returns that have been filed, (c) the Returns that have been filed are true, correct and complete accurate in all material respects, and (dii) there is no actionpaid or made provision for all material Taxes due and required to be paid on or before the date of this Agreement or the Closing Date, suitas the case may be, proceedingby the Company, investigationits Subsidiaries or the Non-Registered Funds regardless of whether shown as due on such filed Tax Returns. Except as set forth in Schedule 8.1 of the Company Disclosure Schedule, audit (i) neither the Company nor any of its Subsidiaries nor any of the Non-Registered Funds has received any written notice of deficiency or claim now proposed assessment from any federal, state, local or pending against or foreign taxing authority with respect to liabilities for Taxes of the Company, any Subsidiary thereof or the Non-Registered Funds which have not been paid or finally settled, except for any such Merged Entity deficiency or assessment disclosed in Section 8.1 of the Company Disclosure Schedule and which is being contested in good faith through appropriate proceedings; (ii) no audit of any Tax Return concerning the Company, any of its Subsidiaries or the Non-Registered Funds is pending, being conducted, or, to the Knowledge of the Symphony Parties, threatened in writing to be instituted by a Tax authority; (iii) no extension of the statute of limitations for the assessment of any Taxes has been granted by the Company, any of its Subsidiaries or the Non-Registered Funds and is currently in effect; (iv) neither the Company nor any of its Subsidiaries nor any of the Non-Registered Funds is a party to any written or unwritten tax sharing agreement or tax indemnity agreement (or other arrangement or practice for the sharing of Taxes); (v) neither the Company nor any of its Subsidiaries nor any of the Non-Registered Funds has any material liability for the Taxes of any Person other than the Company, its Subsidiaries or the Non-Registered Funds; (vi) for all taxable periods since its inception, the Company and each of its Subsidiaries has been properly classified for Federal Income Tax purposes as a partnership and not as an association or a publicly traded partnership within the meaning of Section 7704(b) of the Code and the Treasury Regulations thereunder, and each of the Non-Registered Funds has been properly classified as a partnership and not as an association or publicly traded partnership treated as a corporation under Section 7704(a) of the Code; (vii) there are no outstanding powers of attorney enabling any party to represent the Company or any Subsidiary or any Non-Registered Fund with respect to Tax matters; (viii) the Company, its Subsidiaries and the Non-Registered Funds have duly withheld and collected and paid over to the proper Governmental Authority (or are properly holding for payment) with respect to all employees, all employee income, social security and unemployment Taxes required to be withheld, collected or held for payment for all taxable periods ending, and will duly withhold, collect and pay to the proper Governmental Authority all such Taxes that become due, on or before the Closing Date and (ix) neither the Company nor any of its Subsidiaries nor any Non-Registered Fund has any tax basis in any intangible asset with respect to which it is not entitled to amortization deductions for federal, state or local Income Tax purposes. To the Knowledge of the Symphony Parties, (i) each of the Funds has elected to be treated as a regulated investment company under Subchapter M of the Code, and has qualified as such for each taxable year (or portion thereof) since its inception until and including the Closing Date; (ii) each of the Funds has timely filed all material Tax Returns required to be filed by it and paid all material Taxes due and required to be paid by such Fund (other than amounts being contested in good faith by appropriate proceedings and reserved against on the applicable fund financial statement as required by GAAP); (iii) adequate provision has been made in the audited, published financial statements of each Fund for all Taxes in respect of all periods ending on or before the date of such financial statements; (iv) no deficiencies for any material TaxTaxes have been proposed, assessed or asserted in writing by any Tax authority against any Fund; (v) no Tax Return of any Fund is currently being audited by any Federal, state, local or foreign Tax authority and there has been no waivers of statutes of limitations by any Fund; (vi) each Fund has (A) met the requirements of Section 852(a) of the Code for each complete taxable year since its inception, (eB) such Merged Entity has properly withheld and paid all Taxes required incurred a deduction for dividends paid, as defined by Section 561 of the Code, sufficient to have been withheld and paid in connection with amounts paid reduce investment company taxable income, as defined by Section 852(b)(2) of the Code, to a level sufficient to avoid Federal or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdictionstate Income Tax liability at the Fund level for each complete taxable year since its inception, and (gC) such Merged Entity has not consented met the distribution requirements of Section 4982(b) of the Code to extend avoid the timeimposition of tax provided for in Section 4982(a), with respect to each calendar year ended since its formation; (vii) to the extent that any Fund earned a net capital gain, as defined by Section 1222(11) of the Code, an equal or exceeding amount of capital gain dividend, as defined by Section 852(b)(3)(C) of the Code, was distributed, or in the alternative, undistributed capital gains were treated by the Fund in accordance with Section 852(b)(3)(D), for the appropriate complete taxable year since the Fund's inception; (viii) to the extent that any Fund earned interest excludable from gross income under Section 103(a) of the Code over amounts disallowed as deductions under Sections 265 and 171(a)(2) of the Code, and intended to distribute such interest as tax-exempt income to its shareholders, an equal amount of exempt-interest dividend, as defined by Section 852(b)(5) of the Code, was distributed for each appropriate complete taxable year since its formation; and (ix) each Fund which is invested in by a separate account of an insurance company is and has been managed in a way to ensure compliance with the beneficiary diversification rules of any extension Section 817(h) of timethe Code, in which any Tax may be assessed or collected by any taxing authoritywith respect to each calendar year since its formation.

Tax Representations. Each Merged Entity, severally and not jointly, represents and warrants to the Company as of the date hereof that (a) Except as set forth in the Group One Balance Sheet or the Group Two Balance Sheet (including the notes thereto) or on Schedule 8.2, (i) all Tax returns, statements, reports and forms (collectively, “Returns”including estimated tax or information returns and reports) that are material and are required to be filed with any Taxing Authority by, or with respect toto any Pre-Closing Tax Period by or on behalf of the Issuer or any Subsidiary (collectively, such Merged Entity the "Returns") have, to the extent required to be filed on or before the Closing Date (taking into account any duly obtained extensions) have been, date hereof been or will bebe filed when due in accordance with all applicable laws; (ii) as of the time of filing, timely filedthe Returns correctly reflected (and, as to any Returns not filed as of the date hereof, will correctly reflect) the facts regarding the income, business, assets, operations, activities and status of the Issuer and its Subsidiaries and any other information required to be shown therein; (biii) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filedfiled have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (civ) the Returns that have charges, accruals and reserves for Taxes with respect to the Issuer and its Subsidiaries for any Pre-Closing Tax Period (including any Pre-Closing Tax Period for which no Return has yet been filed) reflected on the books of the Issuer and its Subsidiaries (excluding any provision for deferred income taxes) are adequate to cover such Taxes; (v) neither the Issuer nor any of the Subsidiaries has been required, as of the date hereof, to file any Return; (vi) neither the Issuer nor any Subsidiary is delinquent in the payment of any Tax or has requested any extension of time within which to file any Return and has not yet filed are truesuch return; (vii) neither the Issuer nor any Subsidiary (or any member of any affiliated, correct and complete in all material respectsconsolidated, combined or unitary group of which the Issuer or any Subsidiary is or has been a member) has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (dafter giving effect to such extension or waiver) has not yet expired; (viii) there is no claim, audit, action, suit, proceeding, investigationor investigation now pending or, audit to the knowledge of the Issuer or claim now proposed or pending any Founder, threatened against or with respect to such Merged Entity the Issuer or any Subsidiary in respect of any material TaxTax or Tax Asset; (ix) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Issuer or any Subsidiary and any Taxing Authority; (x) neither the Issuer nor any Subsidiary owns any interest in real property in the State of New York or in any other jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns any interest in real property; (xi) there are no liens for Taxes upon the assets of the Issuer or any Subsidiary except liens for current Taxes not yet due; (xii) the Issuer is not, and has not been within five years of the date hereof, a United States real property holding corporation as defined in Section 897 of the Code; (exiii) such Merged Entity has properly withheld and paid all Taxes neither the Issuer nor any Subsidiary will be required to have include any adjustment in taxable income for any Post-Closing Tax Period under Section 481(c) of the Code (or any similar provision of the Tax laws of any jurisdiction) as a result of a change in method of accounting for a Pre-Closing Tax Period or pursuant to the provisions of any agreement entered into with any Taxing Authority with regard to the Tax liability of the Issuer or any Subsidiary for any Pre-Closing Tax Period; (xiv) neither the Issuer nor any Subsidiary is subject to withholding under Section 1445 of the Code with respect to the Transactions or any transaction contemplated by the Roseville Documents; (xv) neither the Issuer nor any Subsidiary nor any predecessor of the foregoing is or has been withheld and paid in connection with amounts paid or owing subject to any shareholdertax imposed under Section 531 or Section 541 of the Code; (xvi) neither the Issuer nor any Subsidiary has been a member of an affiliated, employeeconsolidated, creditorcombined or unitary group other than one of which any of the Founders or the Issuer was the common parent or participated in any other arrangement whereby any income, independent contractorrevenues, receipts, gain, loss or Tax Asset of the Issuer or any Subsidiary was determined or taken into account for Tax purposes with reference to or in conjunction with any income, revenues, receipts, gain, loss, asset, liability or Tax Asset of any other third party, person; (fxvii) there neither the Issuer nor any Subsidiary is no claim pending currently under any contractual obligation to pay any amounts of the type described in clause (ii) or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, (iii) of the definition of "Tax"; and (gxviii) such Merged Entity has not consented all information set forth in the notes to extend the time, or Group One Balance Sheet and the Group Two Balance Sheet relating to Tax matters is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authoritytrue and complete.

Tax Representations. Each Merged EntityExcept as set forth in Schedule 8.1 of the Seller Disclosure Schedule, severally and not jointly, Seller represents and warrants to Purchaser that all material Tax Returns with respect to the Company as Assets, the Assumed Liabilities or the operation of the date hereof Branches, that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with (taking into account any Taxing Authority by, extension of time within which to file) by Seller or with respect to, such Merged Entity any of its Affiliates on or before the Closing Date (taking into account any duly obtained extensions) Date, have been, been or will bebe duly filed before the Closing Date, timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or Taxes with respect to the Assets, the Assumed Liabilities or the operation of the Branches due and owing by Seller before the Closing Date (whether or not shown on such Merged Entity Tax Returns) have been or will be paid in respect of any material Taxfull before the Closing Date. Seller has, (e) such Merged Entity has properly or before the Closing Date will have, withheld and paid all Taxes required to have been withheld and paid on or before the Closing Date in connection with any amounts paid or owing to any shareholderemployee, employeeindependent contractor, creditor, independent contractorstockholder, or other third party, (f) there is no claim pending in each case, with respect to the Assets, the Assumed Liabilities or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdictionthe operation of the Branches, and all IRS Forms W-2 and 1099 required with respect thereto have been or will be properly completed and timely filed. There are, and as of the Closing Date and upon the completion of the P&A Transaction there will be, no liens or other encumbrances on any of the Assets or the Branches that arose in connection with the failure (gor alleged failure) such Merged Entity has not consented to extend the time, or is the beneficiary of pay any extension of time, in which any Tax may be assessed or collected by any taxing authorityTax.

Tax Representations. Each Merged Entity, severally and not jointly, represents and warrants to the Company Company, solely with respect to itself and not with respect to the other Merged Entity, as of the date hereof that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b) such Merged Entity has timely paid all Taxes shown as due and payable by such Merged Entity (whether or not shown on the Returns that have been filedany Returns), (c) the Returns that have been filed are true, correct and complete in all material respects, (d) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority Taxing Authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authorityTaxing Authority.

Tax Representations. Each Merged Entity, severally The Sellers represent and not jointly, represents and warrants warrant to the Company Buyer as of the date hereof that and as of the Closing Date that, except as set forth in the Base Balance Sheet (aincluding the notes thereto) or on Schedule 8.02, (i) all material Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are ---- required to be filed with any Taxing Authority by(collectively, or with respect to, such Merged Entity the "RETURNS") on or before the Closing Date (taking into account any duly obtained extensionsextension of time to file) have beenby, or on behalf of, any Company or any Company Subsidiary have been filed or will bebe filed in accordance with all applicable laws; (ii) all such Returns are true, timely filed, complete and correct in all material respects; (biii) such Merged Entity has timely paid all Taxes shown as due and payable on the such Returns that have been filed, or will be paid prior to the Closing Date; (civ) there are no outstanding waivers extending the statutory period of limitations applicable to any Return required to be filed by any Company or any Company Subsidiary; (v) the Returns that have been filed charges, accruals and liabilities for Taxes with respect to the Companies and the Company Subsidiaries reflected on the Base Balance Sheet are true, correct and complete in all material respects, adequate to cover the Tax liabilities accruing through the date thereof; (dvi) there is no action, suit, proceeding, investigation, audit or claim by any Taxing Authority now proposed pending (or pending to the Sellers' knowledge proposed) against or with respect to such Merged Entity in the Company or any Company Subsidiary; (vii) no deficiency for any Taxes has been assessed with respect of to any material TaxCompany or any Company Subsidiary that has not been abated, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid full or owing contested; (viii) no consent has been filed relating to any shareholdermember or prior member of the Seller Group pursuant to Section 341(f) of the Code; (ix) none of the Companies nor the Company Subsidiaries was a member of an affiliated group (as defined in Section 1504(a) of the Code) except for the affiliated group of which it is now a member; (x) with respect to state income or franchise taxes, employeeno Company or Company Subsidiary has been a member of a consolidated, creditorcombined or unitary group other than the group comprising the group of which it is now a member (no member of which is not a member of the Seller Group); (xi) prior to the Closing, independent contractor, the Sellers shall have caused to be eliminated (a) any excess loss account which a member of the Company Group has in the stock of a Company Subsidiary and (b) any item of a member of the Company Group which arose as a result of an intercompany transaction or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority deferred intercompany transaction in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, Pre-Closing Tax Period; and (gxii) such Merged Entity has the combined earnings and profits of the Companies accumulated for all Tax Periods through and including the Tax Period ending at the close of business on the Closing Date (disregarding any Company having net negative accumulated earnings and profits) will be not consented more than $5,000,000 (reduced by any earnings and profits of a Company Subsidiary attributable to extend the time, or is the beneficiary of any extension of time, a Taxable Period in which any Tax may be assessed such Company Subsidiary was not a member of the Company Group, whether or collected by any taxing authoritynot such Company Subsidiary is a subsidiary of a Company having negative earnings and profits).

Tax Representations. Each Merged Entity, severally and not jointly, Seller represents and warrants to the Company Buyer as of the date hereof that and as of the Closing Date that, except as set forth in the Balance Sheet (aincluding the notes thereto) or on Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, such Merged Entity on any Company or before any Subsidiary (collectively, the Closing Date (taking into account any duly obtained extensions"Returns") have been, or will be, timely filedfiled on or before the Closing Date; (ii) the Companies and the Subsidiaries have timely paid, (b) such Merged Entity has or will timely paid pay, all Taxes shown as due and payable on the Returns that have been filed, or will be filed on or before the Closing Date; (ciii) the Returns that have been or will be filed on or before the Closing Date are true, correct and complete in all material respects, (div) the charges, accruals and reserves for Taxes with respect to the Companies and Subsidiaries reflected on the books of the Companies and its Subsidiaries (including, but not limited to, the Quarterly Financial Statements) are adequate to cover material Tax liabilities accruing through the end of the last period for which the Companies and the Subsidiaries ordinarily record items on their respective books; (v) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity any Company or any Subsidiary in respect of any material Tax, ; (evi) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing neither the Companies nor any of the Subsidiaries is a party to any shareholderagreement, employeecontract, creditorarrangement or plan that has resulted or would result, independent contractorseparately or in the aggregate, in the payment of any "excess parachute payment" within the meaning of Codess.280G (or any corresponding provision of state, local or foreign Tax law); and (vii) to Seller's knowledge, neither the Companies nor any of the Subsidiaries have any liability for the Taxes of any Person other than the Seller Group or any other Company or Subsidiary under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority.otherwise..

Tax Representations. Each Merged Entity, severally Melville and not jointly, represents and warrants to the Company each represent and warrant to Newco as of the date hereof that and as of the Closing Date that, except as set forth in the Balance Sheet (aincluding the notes thereto) or on Schedule 10.1, to Melville's or the Company's knowledge, as the case may be (with respect to the Company and the Subsidiaries), (i) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are Returns required to be filed on or before the date hereof with respect to any Taxing Authority Pre- Closing Tax Period by, or with respect to, such Merged Entity on the Company or before the Closing Date any Subsidiary have been duly and timely filed (taking into account any duly obtained extensions); (ii) have beenno position is reflected in a Return referred to in clause (i) for which the applicable limitation period has not expired (and for which a closing agreement has not been entered into) which (A) was not, at the time such Return was filed, supported by substantial authority (as determined for purposes of Section 6662 of the Code, or will beany predecessor provision, timely filedand any comparable provisions of applicable foreign, Federal, state, or local tax statutes, rules or regulations) and (bB) such Merged Entity has timely paid would have a Material Adverse Effect on the Company if decided against the taxpayer; (iii) all Taxes shown as due and payable on the Returns that any Return have been filedtimely paid, withheld or provision has been made therefor; and (c) the Returns that have been filed are true, correct and complete in all material respects, (div) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material Tax; (v) there has been no waiver or extension of any applicable statute of limitations period for the assessment or collection of any Taxes, which period (eafter giving effect to such waiver or extension) such Merged Entity has properly withheld and paid all not yet expired; (vi) there are no requests for rulings, subpoenas or information pending with respect to any matter relating to Taxes; (vii) any adjustment of Taxes made by the Internal Revenue Service in any examination which is required to be reported to state, local, foreign or other taxing authorities has been so reported, and any additional Taxes due with respect thereto have been withheld paid; (viii) no power of attorney has been granted by the Company and/or any Subsidiary, and paid is currently in connection force, with amounts paid or owing respect to any shareholder, employee, creditor, independent contractormatter relating to Taxes; (ix) neither Melville nor any of its Affiliates has made with respect to the Company or any Subsidiary, or other third partyany property held by the Company or any Subsidiary, any consent under Section 341(f) of the Code; (fx) there no property of the Company or any Subsidiary is no claim pending or "tax exempt use property" within the meaning of Section 168(h) of the Code; (xi) neither the Company nor any Subsidiary is a party to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject any lease made pursuant to taxation in such jurisdictionSection 168(f)(8) of the Internal Revenue Code of 1954, as amended; and (gxii) such Merged Entity neither the Company nor any Subsidiary is a party to any agreement that has resulted in or could result in an obligation to make payments that would not consented to extend be deductible under Section 280G of the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authorityCode.

Tax Representations. Each Merged EntityLessee hereby represents, severally warrants and covenants that (i) assuming (without representing) that this Lease is a true lease for Federal income tax purposes, on the Lease Commencement Date for any unit of Equipment, such unit will qualify for all of the depreciation deductions specified in Section C of the applicable Schedule ("TAX BENEFITS") in the hands of Lessor (all references to Lessor in this Section include Lessor and each assignee of Lessor and the consolidated taxpayer group of which Lessor and each assignee of Lessor is a member), (ii) the Equipment does not jointlyand will not constitute "limited use property" as provided in Rev. Proc. 76-30 (or any successor provision), represents and warrants (iii) each item of Equipment has a recovery period within the meaning of Section 168(c) of the Internal Revenue Code of 1986, as amended (the "CODE"), as set forth in Section C of the applicable Schedule, (iv) throughout the Term hereof, no item of Equipment shall be used in a way that results in the creation of an item of income, gain, deduction, loss or credit to or for Lessor, the source of which is outside the United States, (v) Lessor will not be required to include in its gross income (A) any amount of Rent prior to the Company period for which such amount is payable in accordance with the terms of this Agreement as a result of the date hereof that (a) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required payment by Lessee prior to be filed with any Taxing Authority byits due date, or (B) with respect toto any such item of Equipment, such Merged Entity on all or before any part of the Closing Date (taking into account cost of any duly obtained extensions) have beenrepairs, maintenance, alterations, modifications, improvements or additions thereto, or will be, timely filedany other expenditures by Lessee with respect thereto, (bvi) such Merged Entity Lessee has timely paid all Taxes shown as due not taken and payable on will not take any action in connection with filing its Federal, state or local income tax returns that is inconsistent with the Returns that have been filed, assumption set forth in the first paragraph of this Paragraph (c) the Returns that have been filed are true, correct and complete or with any of Lessee's representations set forth in all material respectsthis subparagraph (1) of this Paragraph (c), (dvii) there is no actionat all times during the Term hereof, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity in respect none of any material Taxthe Equipment will constitute "public utility property" within the meaning of Section 168(i)(10) of the Code, (eviii) such Merged Entity has properly withheld and paid all Taxes required Lessee will not permit any item of Equipment to have been withheld and paid in connection with amounts paid be used by a tax-exempt entity within the meaning of Section 168(h)(2) of the Code, (ix) on the Lease Commencement Date of each item of Equipment, no improvements, modifications or owing additions to any shareholderitem of Equipment are required in order to render such item of Equipment complete for its intended use, employee, creditor, independent contractor, and Lessee will not have furnished any cost of the Equipment or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority have any investment in a jurisdiction where such Merged Entity does the Equipment for which it has not file Returns that such Merged Entity is or may be subject to taxation in such jurisdictionbeen fully reimbursed, and (gx) at no time during the Term of this Agreement will Lessee take or omit to take, nor will it permit any permitted sublessee, affiliate or assignee to take or omit to take, any action (whether or not such Merged Entity has not consented to extend action or omission is otherwise permitted by Lessor or the timeterms of this Agreement), which will result in the disqualification of any Equipment for, or is the beneficiary recapture of, all or any portion of any extension of time, in which any such Tax may be assessed or collected by any taxing authorityBenefits.

Tax Representations. Each Merged Entity, severally and not jointly, (a) Seller represents and warrants to the Company Buyer as of the date hereof that and as of the Closing Date that, except as set forth in the Balance Sheet (aincluding the notes thereto) or on Annex 3.09 (ix) or Schedule 8.2, (i) all Tax returns, statements, reports and forms (collectively, “the "Returns”") that are material and are required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, such Merged Entity on the Company or before the Closing Date (taking into account any duly obtained extensions) Subsidiary have been, been or will bebe timely filed in accordance with all applicable laws; (ii) with respect to the Company and the Subsidiaries, timely filedall such Returns for Pre-Closing Periods are or will be true and complete in all material respects, (biii) such Merged Entity has the Company and the Subsidiaries have timely paid all Taxes shown as due and payable on the Returns that have been filed, ; (civ) the Returns that Company and the Subsidiaries have made or will on or before the Closing Date make provision for all Taxes payable by the Company and the Subsidiaries for any Pre-Closing Tax Period for which no Return has yet been filed filed; (v) the charges, accruals and reserves for Taxes with respect to the Company and the Subsidiaries reflected on the Balance Sheet are true, correct adequate to cover the Tax liabilities accruing through the date thereof; and complete in all material respects, (dvi) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material Tax, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholder, employee, creditor, independent contractor, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority.

Tax Representations. Each Merged Entity, severally and not jointly, Seller represents and warrants to the Company Buyer as of the date hereof that and as of the Closing Date that, except as set forth in the Balance Sheet (aincluding the notes thereto) or on Schedule 8.02, (i) all Tax returns, statements, reports and forms (collectively, “Returns”) that are material and are required to be filed with any Taxing Authority on or before the Closing Date with respect to any Pre-Closing Tax Period by, or with respect to, such Merged Entity on any Company or before any Subsidiary (collectively, the Closing Date (taking into account any duly obtained extensions“Returns”) have been, or will be, timely filedfiled on or before the Closing Date; (ii) the Companies and the Subsidiaries have timely paid, (b) such Merged Entity has or will timely paid pay, all Taxes shown as due and payable on the Returns that have been filed, or will be filed on or before the Closing Date; (ciii) the Returns that have been or will be filed on or before the Closing Date are true, correct and complete in all material respects, (div) the charges, accruals and reserves for Taxes with respect to the Companies and Subsidiaries reflected on the books of the Companies and its Subsidiaries (including, but not limited to, the Quarterly Financial Statements) are adequate to cover material Tax liabilities accruing through the end of the last period for which the Companies and the Subsidiaries ordinarily record items on their respective books; (v) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity any Company or any Subsidiary in respect of any material Tax, ; (evi) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing neither the Companies nor any of the Subsidiaries is a party to any shareholderagreement, employeecontract, creditorarrangement or plan that has resulted or would result, independent contractorseparately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code § 280G (or any corresponding provision of state, local or foreign Tax law); and (vii) to Seller’s knowledge, neither the Companies nor any of the Subsidiaries have any liability for the Taxes of any Person other than the Seller Group or any other Company or Subsidiary under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract, or other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority.otherwise..

Tax Representations. Each Merged Entity, severally and not jointly, Seller represents and warrants to the Company Buyer as of the date hereof that and as of the SPC-5 Delivery Date that: (a) Except as set forth on Schedule 8.02(a), (i) all Tax returns, statements, reports and forms (collectively, “Returns”including estimated tax or information returns and reports) that are material and are required to be filed with any Taxing Authority by, or with respect toto any Pre-Closing Tax Period by or on behalf of SPC-5 (collectively, such Merged Entity the "RETURNS") have, to the extent required to be filed on or before the Closing Date (taking into account any duly obtained extensions) have been, date hereof been or will bebe filed when due in accordance with all applicable laws; (ii) as of the time of filing, timely filedthe Returns correctly reflected (and, as to any Returns not filed as of the date hereof, will correctly reflect) the facts regarding the income, business, assets, operations, activities and status of SPC-5 and any other information required to be shown therein; (biii) such Merged Entity has timely paid all Taxes shown as due and payable on the Returns that have been filed, (c) the Returns that filed have been filed are truetimely paid, correct or withheld and complete remitted to the appropriate Taxing Authority; (iv) SPC-5 is not delinquent in all material respectsthe payment of any Tax and has not requested any extension of time within which to file any Return which has not yet been filed; (v) SPC-5 (or any member of any affiliated, consolidated, combined or unitary group of which SPC-5 is or has been a member) has not granted any extension or waiver of the statute of limitations period applicable to any Return, which period (dafter giving effect to such extension or waiver) has not yet expired; (vi) there is no claim, audit, action, suit, proceeding, investigation, audit or claim investigation now proposed pending or pending threatened against or with respect to such Merged Entity SPC-5 in respect of any material Tax; (vii) SPC-5 has not been a member of an affiliated, (e) such Merged Entity has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid consolidated, combined or owing to any shareholder, employee, creditor, independent contractor, or unitary group other third party, (f) there is no claim pending or to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, than one of which AIG was the common parent; and (gviii) such Merged Entity has SPC-5 is not consented currently under any contractual obligation to extend pay any amounts of the time, type described in clause (ii) or is (iii) of the beneficiary definition of any extension of time, in which any Tax may be assessed or collected by any taxing authority"Tax".

Tax Representations. Each Merged Entity, severally Parent and not jointly, represents Seller represent and warrants warrant to the Company Buyer as of the date hereof that and as of the Closing that, except as set forth in the Balance Sheet (aincluding the notes thereto) or in Section 8.01 of the Disclosure Schedule, (1) all Tax returns, statements, reports and forms (collectively, “"Returns”") that are material and have been or are required to be filed with any Taxing Authority by, or with respect to, such Merged Entity the Company or any Subsidiary on or before the Closing Date (taking into account any duly obtained extensions) have been, or will be, timely filed, (b2) such Merged Entity has the Company and the Subsidiaries (or, in the case of a Return of a Limited Tax Group, Parent) have timely paid all Taxes shown as due and payable on the Returns that have been filed, and all material Taxes due and owing on or prior to the Closing Date (cwhether or not reflected on a Return) have been, or will be, timely paid, (3) the Returns that have been filed are true, correct accurate and complete in all material respects, (d4) the charges and accruals for Taxes with respect to the Company and the Subsidiaries reflected on the books of the Company and the Subsidiaries are adequate to cover material Tax liabilities accruing through the end of the last period for which the Company and the Subsidiaries ordinarily record items on their respective books, (5) there is no action, suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to such Merged Entity the Company or any Subsidiary in respect of any material TaxTax or any escheat liability, (e6) such Merged Entity has properly there are no material liens or security interests on any of the assets of the Company or any Subsidiary, in each case that arose in connection with any failure (or alleged failure) to pay any Tax when due and payable, (7) the Company and the Subsidiaries have withheld and paid in all material respects all Taxes required to have been withheld and paid in connection with amounts paid or owing to any shareholderemployee, employeeindependent contractor, creditor, independent contractorstockholder, or other third party, (f) there is no claim pending 8) the Company and the Subsidiaries have not waived any statute of limitations in respect of Taxes or agreed to such Merged Entity’s knowledge proposed or threatened by a taxing authority in a jurisdiction where such Merged Entity does not file Returns that such Merged Entity is or may be subject to taxation in such jurisdiction, and (g) such Merged Entity has not consented to extend the time, or is the beneficiary of any extension of time, in which any time with respect to a Tax may assessment or deficiency and (9) Seller is not and will not be assessed or collected by any taxing authorityon the Closing Date a foreign person within the meaning of Section 1445 of the Code.